Is VSTM diluting shareholders?

Read three numbers together: shares outstanding over time (90.6M as of 2026-08-03), warrants that can convert into new shares (0 reported), and how much cash runway remains (~11.899119330371102 months). A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

Verastem, Inc. (VSTM)

CIK 1526119 · all EDGAR filings →

Overall dilution risk

HIGHworst of 4 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

Offering ability

HIGH$300M registered

= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)

one or more live registrations had no structured fee data, so the true total is AT LEAST this

Overhead supply

LOWwarrants = 0% of O/S

= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)

warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this

Historical dilution

HIGH+259% O/S in 3y

= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative

a reverse-split-sized cliff is in this window; read the chart

Cash need

MEDIUM~11.9 months of runway

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Latest: 90.6M shares as of Aug 3, 2026 (10-Q). Share count fell from 200.9M to 25.3M between May 8, 2023 and Aug 7, 2023, a pattern consistent with a reverse split (roughly 1-for-8); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

Tranche	Warrants	Exercise price	Term	Notes
Warrant	8.4M	$3.5	—	FV $0
April2025 Pre Funded Warrants	5.9M	$0.0001	—	—
July2024 Pre Funded Warrants	5.0M	$0.001	—	—
November2025 Pre Funded Warrants	3.9M	not tagged	—	—

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 6, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 0 underlying shares, as reported Jun 30, 2026 (10-Q).

Balance-sheet fair value of warrants: $35.6M as of Dec 31, 2025.

Rough fully diluted estimate: 90.6M = 90.6M O/S + 0 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 6, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Registrations and offerings

Registered offering capacity on live registrations: $300.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Aug 8, 2025$300.0M registeredfiling →

S-3May 13, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

S-3Mar 20, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 1 registered.

EXECUTEDNov 17, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

MARKETINGNov 14, 2025Free-writing prospectus — offering being marketedFWP →

EXECUTEDNov 13, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EFFECTIVEAug 15, 2025SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDAug 12, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A →

REGISTEREDAug 8, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →

UPDATEMay 20, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEMay 20, 2025SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDMay 13, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →

EXECUTEDApr 25, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →

UPDATEMar 28, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEMar 28, 2025SEC declared a registration effective — selling can beginEFFECT →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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