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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed below and as set forth under “Risk Factors.” Please also refer to the section under the heading “Forward-Looking Statements.”

OVERVIEW

We are a biopharmaceutical company committed to developing and commercializing new medicines to improve the lives of patients diagnosed with challenging RAS/MAPK pathway-driven cancers. Verastem markets AVMAPKI FAKZYNJA CO-PACK (avutometinib capsules; defactinib tablets) in the U.S., the first treatment specifically FDA-approved for adults with KRAS mutated recurrent LGSOC who have received prior systemic therapy. AVMAPKI FAKZYNJA CO-PACK received accelerated approval in the U.S. on May 8, 2025. We are also conducting RAMP 301, a Phase 3 trial designed to evaluate avutometinib plus defactinib versus Investigator’s Choice of Treatment (“ICT”) in patients with recurrent LGSOC with and without a KRAS mutation. This trial will serve as a confirmatory study for the initial U.S. indication and has the potential to expand the indication regardless of KRAS mutation status. Results of the RAMP 301 trial may also support future regulatory filings in Europe and Japan.

Our pipeline includes clinical-stage programs, preclinical research programs and externally partnered early-stage programs. Our focus is on novel small molecule drugs developed both as monotherapy and in combination, which inhibit critical signaling pathways in cancer that promote cancer cell survival and tumor growth, including targeting RAS directly with KRAS G12D inhibition, targeting the pathway downstream with RAF/MEK inhibition, and targeting the parallel pathway that drives resistance with FAK inhibition. Our focus is to expeditiously develop and deliver transformative therapies that truly change outcomes for people living with RAS/MAPK pathway-driven cancers.

Our operations to date have been focused on organizing and staffing our company, business planning, raising capital, identifying and acquiring potential product candidates, undertaking preclinical studies and clinical trials for our product candidates and initiating U.S. commercial operations following the approval of COPIKTRA through our ownership period ending in September 2020 and in anticipation of and following the approval of AVMAPKI FAKZYNJA CO-PACK in May 2025.

We have financed our operations to date primarily through public and private offerings of our common stock, pre-funded warrants and warrants, offerings of convertible notes, sales of common stock under our at-the-market equity offering program, our Note Purchase Agreement, former loan agreements, the upfront payments and milestone payments under our license and collaboration agreements with Sanofi, CSPC, and Yakult, the upfront payment and milestone payments received under the Secura APA, and sales of Series B Convertible Preferred Stock. Additionally, we have also financed a portion of our operations through product revenue, including from AVMAPKI FAKZYNJA CO-PACK, beginning with our U.S. commercial launch in May 2025 and from COPIKTRA, from its U.S. commercial launch in September 2018 through our sale of the COPIKTRA license in September 2020.

As of December 31, 2025, we had an accumulated deficit of $1,165.0 million. Our net loss was $209.5 million, $130.6 million, and $87.4 million, for the years ended December 31, 2025, 2024, and 2023, respectively. We anticipate to incur significant expenses and operating losses may continue for the foreseeable future as we continue to incur operating costs to execute our strategic plan, including costs related to research and development of our product candidates and commercial activities. As of December 31, 2025, we had cash, and cash equivalents of $205.0 million and received $29.4 million in January 2026 from exercises of warrants. We expect our existing cash resources including proceeds from exercise of warrants in January 2026, along with revenue we expect to generate from sales of AVMAPKI FAKZYNJA CO-PACK, will be sufficient to fund our planned operations through 12 months from the date of issuance of these consolidated financial statements.

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We expect to finance our operations with our existing cash, cash equivalents and investments, through potential future milestones and royalties received pursuant to the Secura APA, through the Note Purchase Agreement, through future product revenues or through other strategic financing opportunities that could include, but are not limited to collaboration agreements, offerings of our equity, or the incurrence of debt. If we fail to obtain additional capital or generate sufficient revenue from our commercialization activities in the future, we may be unable to complete our planned preclinical studies and clinical trials and obtain approval of certain investigational product candidates from the FDA or foreign regulatory authorities.

FINANCIAL OPERATIONS OVERVIEW

Revenue

Product Revenue, net

Product revenue, net, is recognized when earned on gross sales of AVMAPKI FAKZYNJA CO-PACK in the U.S. less provisions for all variable consideration. These provisions include trade allowances, rebates, chargebacks and discounts, product returns and other incentives. We sell AVMAPKI FAKZYNJA CO-PACK to a limited number of specialty pharmacies and specialty distributors. Although we expect net product revenues to increase over time, the provisions for product sales allowances may fluctuate based on the mix of sales to either specialty pharmacy or specialty distributor customers. See “Critical Accounting Policies and Significant Judgements and Estimates” below for more information on the components of net U.S. product sales of AVMAPKI FAKZYNJA CO-PACK.

Sales of Intellectual Property

Sales of intellectual property represents revenue generated from the sale of our COPIKTRA license and related assets to Secura. The sale included intellectual property related to duvelisib in oncology indications, certain existing duvelisib inventory, certain manufacturing equipment and, claims and rights under certain contracts pertaining to duvelisib, including net contract prepaid balances.

Costs of Sales - Product

Cost of sales - product consists of costs of AVMAPKI FAKZYNJA CO-PACK on which product revenue was recognized, royalties owed on such sales, and certain period costs including inventory write downs. Prior to the FDA approval of AVMAPKI FAKZYNJA CO-PACK, expenses associated with the manufacturing of AVMAPKI FAKZYNJA CO-PACK were recorded as research and development expense. Certain of the product costs of AVMAPKI FAKZYNJA CO-PACK units sold during the year ended December 31, 2025, were expensed prior to obtaining regulatory approval and, therefore, are not included in cost of sales - product during this period. We expect cost of sales – product to increase in relation to product revenues as we deplete these inventories. There was no cost of sales – product recognized during the year ended December 31, 2024.

Cost of Sales - Intangible Amortization

Cost of sales – intangible amortization represents amortization expense recognized on finite-lived AVMAPKI FAKZYNJA CO-PACK-related intangible assets, which we began amortizing during the second quarter of 2025. There was no cost of sales – intangible amortization recognized during the year ended December 31, 2024.

Research and Development Expenses

Research and development expenses consist of costs associated with our research activities, including the development of our product candidates. Research and development expenses include product/ product candidate and/or project-specific costs, as well as unallocated costs. We allocate external research and development services, expenses incurred by third parties such as CROs, clinical sites, manufacturing organizations and consultants, by project and/or product candidate. We use our employee and infrastructure resources in a cross-functional manner

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across multiple research and development projects. Our project costing methodology does not allocate personnel, infrastructure and other indirect costs to specific clinical programs or projects.

Product/ product candidate/ project specific costs include:

● license fees.

Unallocated costs include:

​

The table below summarizes our direct research and development expenses for our product/ product candidates/ projects and our unallocated research and development costs for the years ended December 31, 2025, 2024, and 2023:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year ended December 31,

​ ​ (in thousands) ​ (in thousands) ​ (in thousands)

Product/ product candidate / project specific costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Avutometinib + defactinib - NSCLC ​ ​ 5,434 ​ ​ 7,271 ​ ​ 8,487 ​

Avutometinib + defactinib - pancreatic cancer ​ ​ 4,854 ​ ​ 2,966 ​ ​ — ​

Avutometinib + defactinib - other indications ​ ​ 1,431 ​ ​ 1,282 ​ ​ 1,225 ​

COPIKTRA ​ — ​ — ​ 93 ​

Unallocated costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Stock-based compensation expense ​ ​ 2,527 ​ ​ 2,134 ​ ​ 1,987 ​

Costs for certain development activities, such as clinical trial expenses, are recognized based on an evaluation of the progress to completion of specific tasks using patient enrollment, clinical site activations, and other information based on actual costs incurred or level of effort expended provided by our vendors. Payments for these activities are based on the terms of individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the consolidated balance sheets as prepaid expenses and other current assets or accrued expenses.

Our research and development expenses may increase significantly in future periods as we undertake costlier development activities for our existing and future product candidates, including larger and later-stage clinical trials.

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The successful development of our product candidates is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete development of our product candidates or the period, if any, in which material net cash inflows from our product candidates may commence. This is due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:

● clinical trial results;

● the potential benefits of our product candidates over other therapies;

● the terms and timing of regulatory approvals;

● changes in government regulation.

A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA or other regulatory authority were to require us to conduct clinical trials beyond those which we currently anticipate will be required for the completion of clinical development of a product candidate or if we experience significant delays in enrollment in any clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses consist primarily of salaries and related costs for personnel, including stock-based compensation expense, in our executive, finance, legal, information technology, commercial, communication, human resources, and business development functions. Other selling, general, and administrative expenses include allocated facility costs, commercial costs, professional fees for legal, patent, investor and public relations, consulting, insurance premiums, audit, tax, and other public company costs.

Other Income, Other Expense, Interest Income and Interest Expense

Other expense for each of the years ended December 31, 2025, 2024 and 2023 primarily represent transaction losses recognized due to changes in foreign currency exchange rates.

Interest income reflects interest earned on our cash, cash equivalents and available-for-sale securities.

Interest expense reflects interest expense due on our Loan Agreement with Oxford and our convertible notes, interest expense related to vendor financing arrangements, as well as non-cash interest related to the amortization of debt discount and issuance costs.

Loss on Debt Extinguishment

The loss on debt extinguishment for the year ended December 31, 2025, represents the loss recognized on early extinguishment of our Loan Agreement with Oxford. On January 13, 2025, we repaid in full all principal, accrued and unpaid interest, fees, and expenses under the Loan Agreement in an aggregate amount. The amount of repayment, excluding accrued interest, which exceeded the carrying of the loan was recorded as loss on debt extinguishment. There was no loss on debt extinguishment for the year ended December 31, 2024 and 2023.

Change in Fair Value of Preferred Stock Tranche Liability

The change in fair value of preferred stock tranche liability for the years ended December 31, 2024 and December 31, 2023, represents the mark-to-market adjustment of the second tranche right issued as part of the Securities

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Purchase Agreement (the “Series B Convertible Preferred Stock Securities Purchase Agreement”), dated January 24, 2023 with certain purchasers pursuant to which we agreed to sell and issue to the purchasers in a private placement up to 2,144,160 shares of its Series B Convertible Preferred Stock in two tranches. The preferred stock tranche liability expired in July 2024 and is no longer outstanding. There was no preferred stock tranche liability outstanding during the year ended December 31, 2025.

Change in Fair Value of Common Stock Warrant Liability

The change in fair value of warrant liability for the years ended December 31, 2025, and 2024 represents the mark-to-market adjustment of the liability classified warrants issued as part of the July 2024 Offering (defined herein). There were no warrants outstanding during the year ended December 31, 2023.

Change in Fair Value of Notes

We elected the fair value option to account for the Notes (defined herein) and therefore the changes in fair value, including interest, other than changes that are directly attributable to instrument specific credit risk, are recorded as change in fair value of Notes in the consolidated statements of operations and comprehensive loss. The Notes were not outstanding during the years ended December 31, 2024, and 2023.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which we have prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued and prepaid research and development expenses, stock-based compensation, fair value of Notes and revenue recognition described in greater detail below. We base our estimates on our limited historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in more detail in the notes to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K. However, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our financial condition and results of operations.

Revenue Recognition

We recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 Revenue from Contracts with Customers (“ASC 606”).

Product Revenue, Net

We sell AVMAPKI FAKZYNJA CO-PACK to a limited number of specialty pharmacies and specialty distributors in the U.S. The specialty pharmacies dispense AVMAPKI FAKZYNJA CO-PACK directly to patients while the specialty distributors resell AVMAPKI FAKZYNJA CO-PACK to healthcare entities who then resell AVMAPKI FAKZYNJA CO-PACK to patients. In addition to distribution agreements with specialty distributors, we also enter into arrangements with (1) certain government agencies and various private organizations (“Third-Party Purchasers”), which may provide for chargebacks or discounts with respect to the purchase of AVMAPKI FAKZYNJA CO-PACK, and (2) Medicare and Medicaid, which may provide for certain rebates with respect to their reimbursement of AVMAPKI FAKZYNJA CO-PACK.

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We recognize revenue on sales of AVMAPKI FAKZYNJA CO-PACK when a customer obtains control of the product, which occurs at a specific point in time (typically upon delivery). Product revenues are recorded at the wholesale acquisition costs, net of applicable reserves for variable consideration. Components of variable consideration include trade discounts and allowances, Third-Party Payer chargebacks and discounts, government rebates, product returns, other patient focused allowances, such as voluntary co-pay assistance, benefits verification, and other patient support programs that are offered within contracts between us and customers, payors, and other indirect customers relating to our sale of AVMAPKI FAKZYNJA CO-PACK. These reserves, as detailed below, are based on the amounts earned, or to be claimed on the related sales, and are classified as reductions of accounts receivable or a current liability. These estimates take into consideration a range of possible outcomes based upon relevant factors such as, customer contract terms, information received from third parties regarding the anticipated payor mix for AVMAPKI FAKZYNJA CO-PACK, known market events and trends, industry data, and forecasted customer buying and payment patterns. Overall, these reserves reflect our best estimates of the amount of consideration to which we are entitled with respect to sales made.

The amount of variable consideration included within a transaction price may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under contracts will not occur in a future period. Our analyses contemplate the application of the constraint in accordance with FASB ASC 606. For the year ended December 31, 2025, we determined a material reversal of revenue would not occur in a future period for the estimates detailed below and, therefore, transaction prices would not be reduced further. Actual amounts of consideration ultimately received may differ from our estimates. If actual results in the future vary from our estimates, we will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known.

Trade Discounts and Allowances: We generally provide customers with invoice discounts on sales of AVMAPKI FAKZYNJA CO-PACK for prompt payment and other discounts, which are explicitly stated in our contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. In addition, we compensate the specialty pharmacy and specialty distributor customers for sales order management, data, distribution, and certain other services. We have determined such services are not distinct from our sale of AVMAPKI FAKZYNJA CO-PACK to the specialty pharmacy and specialty distributor customers and, therefore, these payments have also been recorded as a reduction of revenue within the consolidated statements of operations and comprehensive loss.

Third-Party Payer Chargebacks, Discounts and Fees: We execute contracts with Third-Party Purchasers that allow for eligible purchases of AVMAPKI FAKZYNJA CO-PACK at prices lower than the wholesale acquisition cost. In some cases, customers will charge us for the difference between what they pay for AVMAPKI FAKZYNJA CO-PACK and the ultimate selling price to the Third-Party Purchasers to whom they sell the product. Reserves will generally be established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable, net. Chargeback amounts will generally be determined at the time of resale to the qualified Third-Party Purchasers by customers, and we generally will issue credits for such amounts within a few weeks of the customer’s notification of the resale. The reserves for chargebacks are expected to consist of credits that we expect to issue for units that remain in customer inventories at the end of each reporting period that we expect will be sold to Third-Party Purchasers, and chargebacks that customers have claimed, but for which we have not yet issued a credit.

Government Rebates: We are subject to discount and rebate payment obligations under various government programs including Federal and state Medicaid programs, Medicare, and others. These reserves are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability, which is included as a component of accrued expenses on the consolidated balance sheets. Our liability for these rebates consist of invoices received for claims from prior quarters that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been recognized as revenue, but which remains in customer inventories at the end of each reporting period.

Other Patient Support Initiatives: Other patient support initiatives that we offer include voluntary co-pay assistance programs, which are intended to provide financial assistance to qualified commercially-insured patients with prescription drug co-payments required by payors. The calculation of the accrual for co-pay assistance is based on

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an estimate of claims and the cost per claim that we expect to receive for product that has been recognized as revenue but remains in the distribution channel inventories at the end of each reporting period. The adjustments are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included as a component of accrued expenses on the consolidated balance sheets.

Product Returns: Consistent with industry practice, we generally offer customers a limited right of return for product that has been purchased from us either directly or through one of its distribution channels. We estimate the amount of our product sales that may be returned by our customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. We estimate product return liabilities using available industry data and our own sales information, including our visibility into the inventory remaining in the distribution channel.

Our return policy generally allows for eligible returns of AVMAPKI FAKZYNJA CO-PACK for credit under the following circumstances:

● Receipt of damaged product;

● Shipment errors that were a result of an error by us;

● Quantities of product received by a customer in excess of quantity ordered;

● Product subject to a recall; and

As of December 31, 2025, we have not received any product returns.

Sales of Intellectual Property

Upon the sale of licenses or intellectual property that incorporate sale-based royalties, including milestone payments based on a level of sales, we evaluate whether the royalties and sales-based milestones are considered probable of being achieved and estimate the amount of royalties to include over the contractual term using the expected value method and estimate the sales-based milestones using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated royalty and milestone value is included in the transaction price. Royalties and sales-based milestones for territories for which there is not regulatory approval are not considered probable until such regulatory approval is achieved. We evaluate factors such as whether consideration is outside of our control, timeline for when the uncertainty will be resolved and historical sales of COPIKTRA if applicable. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, we reevaluate the probability of achievement of all milestones subject to constraint and amount of royalty revenue to be received and, if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. At December 31, 2025, we determined no future potential royalties pursuant to the Secura APA were constrained.

Refer to Note 2. Significant accounting policies and Note 16. License, collaboration and commercial agreements to our consolidated financial statements located in this Annual Report on Form 10-K for further discussion of revenue.

Accrued and Prepaid Research and Development Expenses

As part of the process of preparing our consolidated financial statements, we are required to estimate our accrued expenses. This process involves reviewing contracts, identifying services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly in arrears for

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services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary. The significant estimates in our accrued research and development expenses include fees paid to CROs in connection with research and development activities for which we have not yet been invoiced.

We base our research and development expenses on estimates of services received and efforts expended pursuant to quotes and contracts with CROs that conduct research and development on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract, and may result in uneven payment flows. There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment of research and development expenses. When recognizing service fees, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual or prepaid accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in us reporting amounts that are too high or too low in any particular period. To date, there have been no material differences between our estimates of such expenses and the amounts actually incurred.

Refer to Note 2. Significant accounting policies, and Note 7. Accrued expenses to our consolidated financial statements located in this Annual Report on Form 10-K for further discussion of accrued research and development expenses.

Stock-Based Compensation

We recognize stock-based compensation expense for service-based awards, such as stock options and restricted stock units (“RSUs”), issued to employees, directors and consultants based on the grant date fair value of the awards on a straight-line basis over the requisite service period. In addition, we issue shares to employees under our employee stock purchase plan (“ESPP”). The fair value of our stock options and ESPP grants is estimated at the date of grant using the Black-Scholes option pricing model. We are precluded from utilizing the simplified method as described in SEC SAB Topic 14.D.2 to calculate the expected term as a key assumption in the Black-Scholes pricing model when determining fair value of stock options not in the money because of a modification. Therefore, when valuing stock options that are not at the money, we utilize a binomial lattice model to calculate the fair value of the stock option.

We have also granted performance-based RSUs and stock options with terms that allow the recipients to vest in a certain number of shares based upon the achievement of performance-based milestones as specified in the grants. Stock-based compensation expense associated with these performance-based RSUs and stock options is recognized if the performance condition is considered probable of achievement using management’s best estimates of the achievement of the performance-based milestones. If the actual achievement of the performance-based milestones varies from our estimates, stock-based compensation expense could be materially different than what is recorded in the period. The cumulative effect on current and prior periods of a change in estimate for performance-based RSUs and stock options will be recognized as compensation cost in the period of the revision and recorded as a change in estimate.

While the assumptions used to calculate and account for stock-based compensation awards represent management’s best estimates, these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if revisions are made to our underlying assumptions and estimates, our stock-based compensation expense could vary significantly from period to period.

During the year ended December 31, 2025, we recorded $9.4 million of stock-based compensation expense. As of December 31, 2025, there was approximately $5.4 million of unrecognized stock-based compensation related to stock options, which is expected to be recognized over a weighted-average period of 2.2 years. As of December 31, 2025, there was approximately $4.6 million of unrecognized stock-based compensation related to RSUs, which is expected to be recognized over a weighted-average period of 1.9 years. See Note 2. Significant accounting policies

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and Note 11. Stock-based compensation to our consolidated financial statements located in this Annual Report on Form 10-K for further discussion of stock-based compensation.

Fair Value of Notes

The fair value of the Notes pursuant to the Note Purchase Agreement represents the present value of estimated future payments, including interest, principal, Repayment Amount, and Revenue Participation Payments (each as defined in the Note Purchase Agreement). The fair value measurement is based on significant Level 3 unobservable inputs such as the probability and timing of Revenue Participation Payments, Repayment Amount, and the discount rate. We determined the fair value of the Notes utilizing a discounted cash flow model of estimated future payments including interest, principal, Repayment Amount and Revenue Participation Payments utilizing a discount rate calculated as the term matched risk-free rate plus credit spread. At January 13, 2025, we utilized a discount rate between 11.9%-12.4% and at December 31, 2025, we utilized a discount rate between 12.6%-13.0%. The fair value of the Notes at December 31, 2025 was determined to be $76.3 million which differed from the contractual principal amount of $75.0 million by $1.3 million. Significant increases or decreases in any of these inputs in isolation could result in a significantly lower or higher fair value measurement.

While the assumptions used to calculate and account for the fair value of Notes represent management’s best estimates, these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if revisions are made to our underlying assumptions and estimates, the fair value of Notes and consequently the change in fair value of Notes could vary significantly from period to period.

Refer to Note 2. Significant accounting policies, and Note 8. Long-term debt to our consolidated financial statements located in this Annual Report on Form 10-K for further discussion of fair value of Notes.

RESULTS OF OPERATIONS

All financial information presented has been consolidated and includes the accounts of our wholly-owned subsidiaries, Verastem Securities Company and Verastem Europe GmbH. All intercompany balances and transactions have been eliminated in consolidation.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended December 31,

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​

Product revenue, net ​ $ 30,914 ​ $ — ​ $ —

Sale of COPIKTRA license and related assets ​ ​ — ​ ​ 10,000 ​ ​ —

Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​

Cost of sales - product ​ ​ 4,600 ​ ​ — ​ ​ —

Cost of sales - intangible amortization ​ ​ 698 ​ ​ — ​ ​ —

Loss on debt extinguishment ​ ​ (1,826) ​ ​ — ​ ​ —

Change in fair value of warrant liability ​ ​ (27,492) ​ ​ (19,149) ​ ​ —

Change in fair value of Notes ​ ​ (12,751) ​ ​ — ​ ​ —

Income tax expense ​ ​ — ​ ​ (185) ​ ​ —

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Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024

Product Revenue, Net. We initiated commercial sales of AVMAPKI FAKZYNJA CO-PACK in the U.S. in May 2025, following receipt of FDA marketing approval on May 8, 2025. For the year ended December 31, 2025 (the “2025 Period”) we recognized approximately $30.9 million of net product revenue. We had no product revenue during the year ended December 31, 2024 (the “2024 Period”).

Sale of COPIKTRA license and related assets revenue. Sale of COPIKTRA license and related assets revenue for the 2025 Period was $0.0 million compared to $10.0 million for the 2024 Period. Sale of COPIKTRA license and related assets revenue for the 2024 Period was comprised of one sales milestone of $10.0 million due upon Secura achieving cumulative worldwide net sales of COPIKTRA exceeding $100.0 million during the 2024 Period. The $10.0 million milestone payment was received by us in July 2024. There was no milestone achieved during the 2025 Period. Refer to Note 16. License, collaboration and commercial agreements to our consolidated financial statements located in this Annual Report on Form 10-K for additional details on the Secura APA.

Costs of Sales – Product. Costs of sales – product of $4.6 million for the 2025 Period consisted of costs associated with the manufacturing of AVMAPKI FAKZYNJA CO-PACK, royalties owed on such sales, and certain period costs including inventory write downs. We began capitalizing inventory upon receiving FDA approval for AVMAPKI FAKZYNJA CO-PACK on May 8, 2025. Prior to the FDA approval of AVMAPKI FAKZYNJA CO-PACK, expenses associated with the manufacturing of AVMAPKI FAKZYNJA CO-PACK were recorded as research and development expense. Certain of the costs of AVMAPKI FAKZYNJA CO-PACK units recognized as revenue during the 2025 Period, or approximately $0.2 million, were expensed prior to obtaining regulatory approval, therefore, are not included in cost of sales - product during this period. We expect cost of sales - product to increase in relation to product revenues as we deplete these inventories. We had no cost of sales – product during the 2024 Period.

Research and Development Expense. Research and development expense was $114.6 million for the 2025 Period compared to $81.3 million for the 2024 Period. The increase of $33.3 million from the 2024 Period to the 2025 Period was primarily a result of the following incremental expenses incurred: $9.3 million in CRO costs, $7.1 million in investigator fees, $6.8 million in drug substance and drug product costs, $5.3 million in clinical supply costs, $4.6 million in personnel related costs, including non-cash stock-based compensation, $0.7 million in preclinical costs, and $0.6 million in other costs The increase was also attributable to a $6.0 million payment made to exercise the GenFleet Option with respect to VS-7375. These increases were partially offset by a decrease of $4.1 million in consulting costs and the non-recurrence of a $3.0 million milestone payment made to GenFleet in the 2024 Period. The increase in Research and Development costs was primarily driven by the RAMP 301 study, which began in the fourth quarter of 2023, and the VS-7375-101 study, which began in the second quarter of 2025.

​

We anticipate an increase in research and development expenses in future periods as we continue development of VS-7375 for the treatment of patients with PDAC, NSCLC, CRC and other KRAS G12 cancers, complete the RAMP 301 clinical trial for the treatment of patients with recurrent LGSOC with and without KRAS mutation, and address post-marketing commitments for AVMAPKI FAKZYNJA CO-PACK as agreed upon with the FDA. This increase is expected to be partially offset by a reduction in costs incurred as a result of the discontinuation of the RAMP 203 clinical trial.

Selling, General and Administrative Expense.Selling, general and administrative expense was $81.1 million for the 2025 Period compared to $43.6 million for the 2024 Period. The increase of $37.5 million from the 2024 Period to the 2025 Period was primarily a result of the following incremental expenses incurred: $28.2 million in consulting and professional fees related to the launch of AVMAPKI FAKZYNJA CO-PACK for the treatment of KRAS mutant recurrent LGSOC, $8.2 million in personnel costs including non-cash stock-based compensation, $1.1 million in commercial operations expense, and $2.3 million in travel related and other costs. These increases were partially offset by a decrease of $2.2 million in financing fees.

Other Expense. Other expense was $0.2 million for the 2025 Period compared to $0.1 million for the 2024 Period. Other expense was comprised of transaction losses due to changes in foreign currency exchange rates in both periods.

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Interest Income. Interest income for the 2025 Period and the 2024 Period was $4.1 million.

Interest Expense. Interest expense for the 2025 Period was $1.1 million compared to $4.6 million for the 2024 Period. The decrease of $3.5 million from the 2024 Period to the 2025 Period was primarily driven by the termination of the Loan Agreement with Oxford on January 13, 2025 resulting in a reduction of interest expense recorded in the 2025 Period. We have elected to present interest expense associated to the Notes within change in fair value of Notes within the consolidated statements of operations and comprehensive loss.

Loss on Debt Extinguishment. The loss on debt extinguishment for the 2025 Period of $1.8 million represents the loss recognized on early extinguishment of our Loan Agreement with Oxford. On January 13, 2025, we repaid in full all principal, accrued and unpaid interest, fees, and expenses under the Loan Agreement in an aggregate amount of $42.7 million (the “Payoff Amount”). The Payoff Amount, excluding accrued interest, exceeded the carrying amount of the Term Loans on January 13, 2025 by $1.8 million which was recorded as a loss on debt extinguishment. There was no loss on debt extinguishment in the 2024 Period.

Change in Fair Value of Preferred Stock Tranche Liability. The change in fair value of the preferred stock tranche liability was $4.2 million income for the 2024 Period. The change in fair value of preferred stock tranche liability was comprised of the mark-to-market adjustment related to the second tranche right issued as part of the Securities Purchase Agreement. The preferred stock tranche liability expired in July 2024 and therefore was not outstanding during the 2025 Period. The fair value of the preferred stock tranche liability decreased from $4.2 million at the beginning of the 2024 Period to $0.0 million at the end of the 2024 Period resulting in $4.2 million income in the 2024 Period.

Change in Fair Value of Warrant Liability. The change in fair value of the warrant liability was $27.5 million in expense for the 2025 Period compared to $19.1 million in expense for the 2024 Period. The change in fair value of warrant liability represents the mark-to-market adjustment for the liability classified warrants issued as part of the July 2024 Offering. The $27.5 million expense recognized in the 2025 Period was driven by an increase in fair value per Warrant from December 31, 2024 to the exercise date for 9.7 million Warrants exercised during the 2025 Period and an increase in fair value per Warrant for 8.4 million Warrants that remained outstanding at December 31, 2025 primarily driven by an increase in our stock price. The $19.1 million expense recognized in the 2024 Period was primarily driven an increase in fair value per Warrant from July 23, 2024, to the exercise date for 0.3 million Warrants exercised during the 2024 Period and an increase in fair value per Warrant for the 18.1 million Warrants that remained outstanding at December 31, 2024 primarily driven by an increase in our stock price.

Change in Fair Value of Notes. We elected the fair value option to account for the Notes and therefore the changes in fair value, including interest, other than changes that are directly attributable to instrument specific credit risk are recorded as change in fair of Notes in the consolidated statements of operations and comprehensive loss. The change in fair value of $12.8 million for the 2025 Period was primarily driven by interest on the Notes and a reduction in the risk-free rate during the 2025 Period. There were no Notes outstanding in the 2024 Period.

Income Tax Expense.No income tax expense was recognized during the 2025 Period. Income tax expense of $0.2 million for the 2024 Period was comprised of interest under IRC section 453A related to the $10.0 million milestone payment from Secura because it was an installment sale for tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity

We have financed our operations to date primarily through public and private offerings of our common stock, pre-funded warrants, and warrants, offerings of convertible notes, sales of common stock under our at-the-market equity offering program, our Note Purchase Agreement, former loan agreements, the upfront payments and milestone payments under our license and collaboration agreements with Sanofi, CSPC, and Yakult, the upfront payment and milestone payments received under the Secura APA, and sales of Series B Convertible Preferred Stock. Additionally, we have financed a portion of our operations through product revenue, including from AVMAPKI FAKZYNJA CO-PACK, beginning with our U.S. commercial launch in May 2025, and from COPIKTRA, from its

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U.S. commercial launch in September 2018 through our sale of the COPIKTRA license in September 2020. We expect to finance a portion of our business through future potential milestones and royalties received pursuant to the Secura APA.

As of December 31, 2025, we had $205.0 million in cash, cash equivalents, and investments. We primarily invest our cash, cash equivalents and investments in U.S. Government money market funds, government bonds, corporate bonds and commercial paper of publicly traded companies.

Risks and uncertainties include those identified under Item 1A. Risk Factors, in this Annual Report on Form 10-K.

Cash flows

The following table sets forth the primary sources and uses of cash for each of the periods set forth below (in thousands):

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year ended December 31,

Net cash (used in) provided by: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Operating activities. Cash used in operating activities was $137.5 million and $104.8 million for the 2025 Period and the 2024 Period, respectively. The use of cash in operating activities in the 2025 Period and 2024 Period resulted primarily from our net losses adjusted for non-cash adjustments and changes in the components of working capital. Our cash outflow from net losses adjusted for non-cash adjustments was $163.5 million and $108.5 million for the 2025 Period and 2024 Period, respectively. Non-cash charges and adjustments for the 2025 Period were primarily related to the change in fair value of warrant liability, non-cash changes in fair value of the Notes, loss on debt extinguishment and stock-based compensation expense. Non-cash charges and adjustments for the 2024 Period were primarily related to the changes in fair value of the preferred stock tranche liability, the change in fair value of warrant liability and stock-based compensation expense. Our cash inflow from operating activities due to changes in operating assets and liabilities was $26.0 million for the 2025 Period primarily driven by an increase of $30.8 million in accrued expenses and other liabilities and an increase of $8.4 million in accounts payable, partially offset by an increase of $8.8 million in accounts receivable, an increase of $2.6 million in prepaid expenses, other current assets and other assets, and an increase of $1.8 million in inventory. Our cash inflow from operating activities due to changes in operating assets and liabilities for the 2024 Period was $3.7 million primarily driven by an increase of $8.0 million in accrued expenses and other liabilities, partially offset by a decrease of $3.2 million in accounts payable, an increase of $0.6 million in prepaid expenses, other current assets and other assets, a decrease of $0.3 million in deferred liabilities and an increase of $0.2 million in grant receivable.

Investing activities. Cash used in investing activities for the 2025 Period primarily represents milestone payments recorded as intangible assets in the amounts of $7.5 million under the Pfizer Agreement and $2.1 million under the License Agreement.Cash provided by investing activities for the 2024 Period primarily relates to net maturities of investments of $60.0 million.

Financing activities. Cash provided by financing activities for the 2025 Period includes $96.9 million of net proceeds from issuance of common stock and pre-funded warrants as part of the November 2025 Public Offering, $75.0 million of proceeds received pursuant to the Note Purchase Agreement, $69.9 million of net proceeds from issuance of common stock and pre-funded warrants as part of the 2025 Private Placement, $33.8 million of proceeds from the exercise of Warrants, $22.7 million of net proceeds received from issuance of common stock under the ATM Programs, $7.4 million of net proceeds received from issuance of common stock under the Stock Purchase Agreement, $1.2 million of proceeds received from insurance premium financing, and less than $0.1 million of proceeds received from exercise of stock options and employee stock purchase program, partially offset by the $42.6 million repayment of our Loan Agreement and $1.2 million of payments for insurance premium financing. Cash provided by financing activities for the 2024 Period includes $53.8 million of net proceeds received from the

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issuance of shares of common stock, pre-funded warrants, and warrants as part of the July 2024 Offering, $1.3 million of proceeds received from insurance premium financing, $0.9 million of proceeds received from exercise of Warrants and $0.2 million of proceeds received from exercise of stock options and our employee stock purchase plan, partially offset by $1.3 million of payments on insurance premium financing and $0.2 million of fees paid to the Lenders to amend our Loan Agreement with Oxford.

Refer to Note 10. Capital Stock to our consolidated financial statements located in this Annual Report on Form 10-K for additional details on the November 2025 Public Offering, 2025 Private Placement, ATM Programs, the Stock Purchase Agreement, the July 2024 Offering and Warrants; Note 8 Long-Term Debtto our consolidated financial statements located in this Annual Report on Form 10-K for additional details on the Note Purchase Agreement and Loan Agreement; and Note 17. Notes Payable to our consolidated financial statements located in this Annual Report on Form 10-K for additional details on the finance agreements related to insurance premium financing and the monthly payments of principal and interest related thereto.

Funding requirements

We expect to continue to incur significant expenses and may continue to incur operating losses. Refer to risk factor titled We have incurred significant losses since our inception. We may incur losses for the foreseeable future and may never achieve or maintain profitability within section Item 1A. Risk Factors for detailed activities which may drive our continued operating losses and expenses in future periods.

Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, and the extent to which we may enter into collaborations with third parties for development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenses associated with completing the development of our current product candidates. Our future capital requirements will depend on many factors, including:

Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements, and through future potential milestones and royalties received pursuant to the Secura APA. To the extent that we raise additional capital through the sale of equity, warrants or securities convertible into common stock, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. To the extent that we enter into certain licensing arrangements, the ownership interest of our existing stockholders may be diluted if we elect to make certain payments in shares of our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional funds through collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings

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when needed, we may be required to delay, limit, reduce or terminate our product development or commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

On April 15, 2014, we entered into a lease agreement for approximately 15,197 square feet of office and laboratory space in Needham, Massachusetts. The lease term commenced on April 15, 2014 and was scheduled to expire on September 30, 2019. Effective February 15, 2018, we amended our lease agreement to relocate within the facility to another location consisting of 27,810 square feet of office space (the “February 2018 Amended Lease Agreement”). The February 2018 Amended Lease Agreement extended the expiration date of the lease from September 2019 through June 2025. Pursuant to the February 2018 Amended Lease Agreement, the initial annual base rent amount was approximately $0.7 million, which increased during the lease term to $1.1 million for the last 12-month period. Effective November 1, 2024, we amended the February 2018 Amended Lease Agreement to extend the expiration date from June 2025 to June 2026 (the “November 2024 Amended Lease Agreement”). The payment terms of the November 2024 Amended Lease Agreement are $1.1 million per annum through the expiration date in June 2026. As of December 31, 2025, the total future lease payments under the agreement are $0.5 million through June 2026.

In the fourth quarter of 2024, we entered into a master services agreement with IQVIA (“IQVIA Master Services Agreement”) to leverage IQVIA’s infrastructure and established commercialization solutions to complement our AVMAPKI FAKZYNJA CO-PACK launch strategy. In signing the IQVIA Master Service Agreement we committed to spend $60.0 million, of which $48.1 million remains unpaid at December 31, 2025 and is expected to be spent in the next two to three years. As of December 31, 2025, approximately $13.7 million of this commitment is included within vendor financing arrangements, accrued expenses, and accounts payable on the consolidated balance sheets.

As discussed in Note 16. License, collaboration and commercial agreements to the consolidated financial statements located in this Annual Report on Form 10-K, we are party to several agreements to license intellectual property. The license agreements may require us to pay upfront license fees, ongoing annual license maintenance fees, milestone payments, minimum royalty payments, as well as reimbursement of certain patent costs incurred by the licensors, as applicable. As of December 31, 2025, we do not have any minimum contractual obligations in relation to these agreements because: there were no upfront license fees payable in future periods; no annual license maintenance fees; we cannot estimate if milestone and/or royalty payments will occur in future periods; and patent cost reimbursement costs are perpetual and the agreements are cancelable by us at any time upon prior written notice to the licensor.

TAX LOSS CARRYFORWARDS

As of December 31, 2025, we had federal and state NOL carryforwards of $460.5 million and $99.5 million, respectively, which are available to reduce future taxable income. We also had federal and state tax credits of $12.3 million and $0.7 million, respectively, which may be used to offset future tax liabilities. The NOL and tax credit carryforwards will expire at various dates through 2044, except for $423.3 million of federal NOL carryforwards which may be carried forward indefinitely. NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the IRC, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of our company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. At December 31, 2025 we recorded a 100% valuation allowance against our NOL and tax credit carryforwards, as we believe it is more likely than not that the tax benefits will not be fully realized. In the future, if we determine that a portion or all of the tax benefits associated with our tax carryforwards will be realized, net income would increase in the period of determination.

Based on our analysis under Section 382 of the IRC and similar provisions under state law, we believe that our federal NOL carryforwards, our state NOL carryforwards, our research and development (“R&D”) credits and our

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Orphan Drug (“OD”) credits will be limited as of December 31, 2025. The portion of federal NOL, state NOL, R&D credits and OD credits that were determined to be limited by Section 382 have been written off as of December 31, 2025. The remaining unused carryforwards remain available for future periods. During 2024, we believe we triggered ownership changes under Section 382 of the IRC and similar provisions under state law. We have approximately $346.4 million of federal NOLs generated prior to such ownership changes inclusive of $309.3 million of federal NOLs which may be carried forward indefinitely. Since the $309.3 million of federal NOLs may be carried forward indefinitely these have not been written off as of December 31, 2025, but due to the limitations under Section 382, generally we can only use $1.6 million per year against taxable income in the future. Due to our full valuation allowance the write off of NOLs, R&D credits, and OD credits did not have any impact to the statements of operation and comprehensive loss for the 2025 Period and 2024 Period.

RECENTLY ADOPTED ACCOUNTING STANDARDS

Refer to Note 2. Significant accounting policies to our consolidated financial statements located in this Annual Report on Form 10-K for recently adopted accounting standards.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk related to changes in interest rates. We had cash and cash equivalents investments of $205.0 million as of December 31, 2025, consisting of cash and U.S. Government money market funds. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because most of our investments are interest bearing. Our available for sale securities are subject to interest rate risk and will fall in value if market interest rates increase. Due to the short-term duration of most of our investment portfolio and the low risk profile of our investments, an immediate 100 basis point change in interest rates would not have a material effect on the fair market value of our portfolio.

We enter into contracts with CROs and contract manufacturers globally that may be denominated in foreign currencies. We may be subject to fluctuations in foreign currency rates in connection with these agreements. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. As of December 31, 2025, an immaterial amount of our total liabilities was denominated in currencies other than the functional currency.

As of December 31, 2025, we have borrowed $75.0 million under the Note Purchase Agreement. The Notes under the Note Purchase Agreement bear interest at a floating rate equal to the sum of (i) the greater of the Term SOFR (as defined in the Note Purchase Agreement) and 4.29%, and (ii) 3.71%, which is subject to an overall floor and cap. Changes in interest rates can cause interest charges to fluctuate under the Note Purchase Agreement. A 10% increase in current interest rates would have resulted in an immaterial increase in the amount of cash interest expense for the year ended December 31, 2025 due to the overall interest rate floor and cap.

​

Item 8. Consolidated Financial Statements and Supplementary Data

Our consolidated financial statements, together with the report of our independent registered public accounting firm (e.g., Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)), appear on pages F-1 through F-49 of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide

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only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as the process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that:

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework provided in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm, as allowed by the SEC.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

Trading Plans of Our Directors and Officers

During the fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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Item 9B. Other Information

Trading Plans of Our Directors and Officers

During the fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Note Purchase Agreement Amendment

The information set forth below is included for the purpose of providing disclosure under “Item 1.01 — Entry into a Material Definitive Agreement,” and “Item 2.03 — Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” of Form 8-K.

On March 2, 2026, Verastem, Inc. (the “Company”) amended its Note Purchase Agreement, dated January 13, 2025 (as amended, the “Note Purchase Agreement”) with RGCM SA LLC, as Purchaser Agent, Oberland Capital Management LLC and certain funds managed by Oberland Capital Management LLC, as purchasers.

The amendment extends the outside date for the period during which the Company may draw the Second Purchase (as defined in the Note Purchase Agreement) from December 31, 2025 to June 30, 2026.

A copy of the amendment is attached as Exhibit 10.50 to this Annual Report on Form 10-K and is incorporated herein by reference. The forgoing summary of the amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment and the Note Purchase Agreement.

​

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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information regarding our directors, including the audit committee and audit committee financial experts, and executive officers, and compliance with Section 16(a) of the Exchange Act will be included in our 2026 Proxy Statement and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics for all of our directors, officers, and employees as required by Nasdaq governance rules and as defined by applicable SEC rules. Stockholders may locate a copy of our Code of Business Conduct and Ethics on our website at www.verastem.com or request a copy without charge from:

Verastem, Inc.

Attention: Investor Relations

117 Kendrick St., Suite 500

Needham, MA 02494

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We will post to our website any amendments to the Code of Business Conduct and Ethics and any waivers that are required to be disclosed by the rules of either the SEC or Nasdaq.

Insider Trading Policies and Procedures

We have adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities by our directors, officers and employees, and other covered persons. The insider trading policy also applies to transactions by the Company in its securities. We believe that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 of Form 10-K regarding executive compensation will be included in our 2026 Proxy Statement and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 of Form 10-K regarding security ownership of certain beneficial owners and management will be included in our 2026 Proxy Statement and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 of Form 10-K regarding certain relationships and related transactions and director independence will be included in our 2026 Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 of Form 10-K regarding principal accountant fees and services will be included in our 2026 Proxy Statement and is incorporated herein by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements

See Part II, Item 8 for the Financial Statements required to be included in this Annual Report on Form 10-K.

(2) Consolidated Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

(3) Exhibits

Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index immediately preceding the exhibits hereto and such listing is incorporated herein by reference.

Item 16. Form 10-K Summary

None.

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EXHIBIT INDEX

Exhibitnumber ​ ​ ​ Description of exhibit

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4.2* ​ Description of Securities

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21.1* ​ Subsidiaries of the Registrant

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23.1* ​ Consent of Ernst & Young LLP

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99.1* ​ Press Release issued by Verastem, Inc. on March 4, 2026

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101.INS* ​ Inline XBRL Instance Document

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101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document

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101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document

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101.DEF* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document

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101.LAB* ​ Inline XBRL Taxonomy Extension Label Linkbase Document

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101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document

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* Filed herewith.

# Management contract or compensatory plan, contract or agreement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 4th day of March 2026.

​​

​​ VERASTEM, INC.By: /s/ Daniel W. Paterson

​ ​ Daniel W. Paterson

​ ​ President and Chief Executive Officer

​

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature ​ ​ ​ Title ​ ​ ​ Date

​/s/ Daniel W. Paterson ​ ​ ​ ​

​ ​ ​ ​ ​

/s/ Daniel Calkins ​ ​ ​ ​

​ ​ ​ ​ ​

/s/ PAUL BUNN, M.D. ​ ​ ​ ​

Paul Bunn, M.D. ​ Director ​ March 4, 2026

​ ​ ​ ​ ​

/s/ Robert Gagnon ​ ​ ​ ​

Robert Gagnon ​ Director ​ March 4, 2026

​ ​ ​ ​ ​

/s/ Anil Kapur ​ ​ ​ ​

Anil Kapur ​ Director ​ March 4, 2026

​ ​ ​ ​ ​

/s/ Michael Kauffman, M.D.,Ph.D. ​ ​ ​ ​

Michael Kauffman, M.D., Ph.D. ​ Director ​ March 4, 2026

​ ​ ​ ​

/s/ JOHN JOHNSON ​ ​ ​ ​

John Johnson ​ Director ​ March 4, 2026

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/s/ MICHELLE ROBERTSON ​ ​ ​ ​

Michelle Robertson ​ Director ​ March 4, 2026

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/s/ Eric Rowinsky, M.D. ​ ​ ​ ​

Eric Rowinsky, M.D. ​ Director ​ March 4, 2026

​ ​ ​ ​ ​

/s/ BRIAN STUGLIK ​ ​ ​ ​

Brian Stuglik ​ Director ​ March 4, 2026

​ ​ ​ ​ ​

/s/ Karin Tollefson ​ ​ ​ ​

Karin Tollefson ​ Director ​ March 4, 2026

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Verastem, Inc.

CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

Report of Independent Registered Public Accounting Firm F-2

Consolidated Financial Statements ​

Consolidated Balance Sheets F-4

Consolidated Statements of Operations and Comprehensive Loss F-5

Consolidated Statements of Cash Flows F-7

Notes to Consolidated Financial Statements F-8

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Report of Independent Registered Public Accounting Firm

​

To the Stockholders and the Board of Directors of Verastem, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Verastem, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ (deficit) equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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​ ​ Accrued and Prepaid Clinical Trial Expense

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/s/ Ernst & Young LLP

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We have served as the Company’s auditor since 2011.

Boston, Massachusetts

March 4, 2026

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Verastem, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

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​ ​ ​ ​ ​ ​ ​

​ ​ December 31, ​

Assets ​ ​ ​ ​ ​ ​ ​

Current assets: ​ ​ ​ ​ ​ ​ ​

Accounts receivable, net ​ ​ 8,813 ​ ​ — ​

Inventory ​ ​ 1,833 ​ ​ — ​

Grant receivable ​ ​ 200 ​ ​ 200 ​

Prepaid expenses and other current assets ​ 7,577 ​ 5,943 ​

Property and equipment, net ​ — ​ 32 ​

Right-of-use asset, net ​ ​ 491 ​ ​ 1,405 ​

Restricted cash ​ ​ — ​ ​ 241 ​

Intangible assets, net ​ ​ 16,426 ​ ​ — ​

Current liabilities: ​ ​ ​ ​ ​ ​ ​

Vendor financing arrangement, short-term ​ ​ 5,304 ​ ​ — ​

Lease liability, short-term ​ 535 ​ 995 ​

Non-current liabilities: ​ ​ ​ ​ ​

Vendor financing arrangement, long-term ​ ​ 5,000 ​ ​ — ​

Lease liability, long-term ​ ​ — ​ ​ 535 ​

Convertible preferred stock: ​ ​ ​ ​ ​ ​ ​

Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​

Preferred stock, $0.0001 par value; 5,000 shares authorized: ​ ​ ​ ​ ​ ​

Accumulated other comprehensive income ​ 5,229 ​ — ​

Total stockholders’ equity (deficit) ​ 57,197 ​ (28,893) ​

See accompanying notes to the consolidated financial statements.

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Verastem, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ Year Ended December 31, ​

Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Product revenue, net ​ ​ $ 30,914 ​ $ — ​ $ — ​

Sale of COPIKTRA license and related assets ​ ​ ​ — ​ ​ 10,000 ​ ​ — ​

Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cost of sales - product ​ ​ ​ 4,600 ​ ​ — ​ ​ — ​

Cost of sales - intangible amortization ​ ​ ​ 698 ​ ​ — ​ ​ — ​

Other expense ​ ​ ​ (203) ​ ​ (123) ​ ​ (109) ​

Loss on debt extinguishment ​ ​ ​ (1,826) ​ ​ — ​ ​ — ​

Change in fair value of warrant liability ​ ​ ​ (27,492) ​ ​ (19,149) ​ ​ — ​

Change in fair value of Notes ​ ​ ​ (12,751) ​ ​ — ​ ​ — ​

Income tax expense ​ ​ ​ — ​ ​ (185) ​ ​ — ​

Net loss per share—basic and diluted ​ ​ $ (3.02) ​ $ (3.66) ​ $ (3.96) ​

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Unrealized gain (loss) on available-for-sale securities ​ ​ — ​ (13) ​ 13 ​

See accompanying notes to the consolidated financial statements.

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Verastem, Inc.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY

(in thousands, except share data)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ Total

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ other ​ ​ ​ stockholders'

Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (87,367) ​ (87,367) ​

Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (130,637) ​ (130,637) ​

See accompanying notes to the consolidated financial statements.

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Verastem, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Year Ended December 31,

Operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​

Amortization of acquired intangible assets ​ ​ 698 ​ ​ — ​ ​ —

Non-cash operating lease cost ​ ​ (81) ​ ​ (175) ​ ​ (175)

Change in fair value of warrant liability ​ ​ 27,492 ​ ​ 19,149 ​ ​ —

Non-cash change in fair value of Notes ​ ​ 6,560 ​ ​ — ​ ​ —

Loss on debt extinguishment ​ ​ 1,826 ​ ​ — ​ ​ —

Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​

Accounts receivable, net ​ ​ (8,813) ​ ​ — ​ ​ 31

Grant receivable ​ ​ — ​ ​ (200) ​ ​ —

Inventory ​ ​ (1,833) ​ ​ — ​ ​ —

Deferred liabilities ​ ​ — ​ ​ (327) ​ ​ (383)

Investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​

Purchases of property and equipment ​ ​ — ​ ​ (28) ​ ​ —

Purchases of intangible assets ​ ​ (9,624) ​ ​ — ​ ​ —

Purchases of investments ​ ​ — ​ ​ — ​ ​ (96,447)

Financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​

Proceeds from the issuance of warrants ​ ​ — ​ ​ 39,595 ​ ​ —

Proceeds from exercise of warrants ​ ​ 33,792 ​ ​ 875 ​ ​ —

Proceeds from long-term debt ​ ​ 75,000 ​ ​ — ​ ​ 14,918

Repayment of long-term debt ​ ​ (42,579) ​ ​ — ​ ​ —

Payments for loan amendment ​ ​ — ​ ​ (150) ​ ​ —

Repayment of 2018 Notes ​ ​ — ​ ​ — ​ ​ (300)

Proceeds from insurance premium financing ​ ​ 1,180 ​ ​ 1,298 ​ ​ 1,430

Payments on insurance premium financing ​ ​ (1,180) ​ ​ (1,298) ​ ​ (1,430)

Increase in cash, cash equivalents and restricted cash ​ 116,172 ​ 9,983 ​ 3,287

Supplemental disclosure ​ ​ ​ ​ ​ ​ ​ ​ ​

Cash paid for income tax expense ​ $ 185 ​ $ — ​ $ —

Issuance of preferred stock tranche liability ​ $ — ​ $ — ​ $ 6,940

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See accompanying notes to the consolidated financial statements.

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1. Nature of business

Verastem, Inc. (the “Company”) is a biopharmaceutical company committed to the development and commercialization of new medicines to improve the lives of patients diagnosed with challenging RAS/MAPK pathway-driven cancers. The Company markets AVMAPKI FAKZYNJA CO-PACK (avutometinib capsules; defactinib tablets) in the U.S., the first treatment specifically FDA-approved for adults with KRAS-mutated recurrent LGSOC who have received prior systemic therapy. AVMAPKI FAKZYNJA CO-PACK received accelerated approval in the U.S. on May 8, 2025.

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The Company’s pipeline is focused on novel small molecule drugs developed both as monotherapy and in combination, which inhibit critical signaling pathways in cancer that promote cancer cell survival and tumor growth, including targeting RAS directly with KRAS G12D inhibition, targeting the pathway downstream with RAF/MEK inhibition, and targeting the parallel pathway that drives resistance with FAK inhibition. The Company’s focus is to expeditiously develop and deliver transformative therapies that truly change outcomes for people living with RAS/MAPK pathway-driven cancers.

The consolidated financial statements include the accounts of Verastem Securities Company and Verastem Europe GmbH, wholly-owned subsidiaries of the Company. All financial information presented has been consolidated and includes the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company is subject to the risks associated with other life science companies, including, but not limited to, possible failure of preclinical testing or clinical trials, competitors developing new technological innovations, commercial success of the Company’s marketed product AVMAPKI FAKZYNJA CO-PACK, inability to obtain marketing approval of the Company’s product candidates, market acceptance and commercial success of the Company’s product candidates following receipt of regulatory approval, and, protection of proprietary technology and the continued ability to obtain adequate financing to fund the Company’s future operations. Until such time, if ever, that the Company can generate substantial product revenues or achieve profitability, it may need to raise additional capital.

As of December 31, 2025, the Company had cash and cash equivalents of $205.0 million and an additional $29.4 million in proceeds in January 2026 from the exercise of Warrants (see Note 20. Subsequent Events). In accordance with applicable accounting standards, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the date of the issuance of these consolidated financial statements. The Company expects its existing cash resources, including the proceeds from the exercise of Warrants in January 2026, along with revenue it expects to generate from sales of AVMAPKI FAKZYNJA CO-PACK and the availability to draw down $25.0 million under the Second Purchase (defined herein) pursuant to the Company’s Note Purchase Agreement (defined herein) (see Note 8. Long-term debt) will be sufficient to fund its planned operations through 12 months from the date of issuance of these consolidated financial statements.

As of December 31, 2024, the Company had concluded that there was substantial doubt about its ability to continue as a going concern primarily due to anticipated operating losses for the foreseeable future since the Company did not yet have regulatory approval to sell any of its product candidates, and the Company continued to incur operating costs to execute its strategic plan, including costs related to research and development of its product candidates and commercial readiness activities. The Company’s increased cash and cash equivalents position as of December 31, 2025, forecasted net product revenue following regulatory approval of AVMAPKI FAKZYNJA CO-PACK on May 8, 2025, and ability to draw down on the Second Purchase pursuant to the Note Purchase Agreement, alleviated the substantial doubt.

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The Company expects to finance its operations with its existing cash and cash equivalents, through revenue generated from sales of AVMAPKI FAKZYNJA CO-PACK, through potential future milestones and royalties received pursuant to the Company’s Asset Purchase Agreement (“Secura APA”) with Secura Bio, Inc. (“Secura”), note drawdowns pursuant to the Note Purchase Agreement, or through other strategic financing opportunities that could include, but are not limited to collaboration agreements, future offerings of its equity, or the incurrence of debt. However, there is no guarantee that any of these strategic or financing opportunities will be executed or executed on favorable terms, and some could be dilutive to existing stockholders. If the Company fails to obtain additional future capital or generate sufficient net product revenue, it may be unable to complete its planned preclinical studies and clinical trials and obtain approval of certain investigational product candidates from the U.S. Food and Drug Administration (“FDA”) or foreign regulatory authorities.

Reverse Stock Split

On May 30, 2023, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended to date, with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 at a ratio of 1-for-12 (the “Reverse Stock Split”), as authorized at the Company’s 2023 annual meeting of stockholders held on May 15, 2023. The Company effected the Reverse Stock Split on May 31, 2023. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise were entitled to a fractional share of common stock were entitled to receive a price equal to the closing price of the common stock on the Nasdaq Capital Market on the date immediately preceding the Reverse Stock Split, as adjusted by the ratio of one share of common stock for every 12 shares of common stock, multiplied by the applicable fraction of a share. The number of shares of common stock that the Company is authorized to issue remains at 300,000,000 shares and the par value of its common stock remains unchanged at $0.0001 per share.

The Company has retroactively restated the share and per share amounts in the consolidated financial statements for the year ended December 31, 2023, to give retroactive effect to the Reverse Stock Split. The consolidated statements of convertible preferred stock and stockholders’ equity reflect the impact of the Reverse Stock Split by reclassifying from “common stock” to “additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split the year ended December 31, 2023.

2. Significant accounting policies

Basis of presentation

The accompanying financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) under the assumption that the Company will continue as a going concern for the next 12 months. Accordingly, they do not include any adjustments that might result from the uncertainty related to the Company’s ability to continue as a going concern.

Use of estimates