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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mersana Therapeutics, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| January 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38129 Mersana Therapeutics, Inc. (Exact name of registrant as specified |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
Contingent Value Rights Agreement Exhibit 2.2 Contingent Value Rights Agreement This Contingent Value Rights Agreement, dated as of January 6, 2026 (this “Agreement”), is entered into by and between Day One Biopharmaceuticals, Inc., a Delaware corporation (“Parent”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computer |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MERSANA THERAPEUTICS, INC. (Name of Subject Company (issuer)) EMERALD MERGER SUB, INC. (Offeror) a direct wholly owned subsidiary of DAY ONE BIOPHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filin |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Mersana Therapeutics, Inc. (Name of Subject Company) Mersana Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L |
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| January 6, 2026 |
As filed with the Securities and Exchange Commission on January 6, 2026 As filed with the Securities and Exchange Commission on January 6, 2026 Registration No. |
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| January 6, 2026 |
Exhibit 3.2 MERSANA THERAPEUTICS, INC. a Delaware Corporation THIRD AMENDED AND RESTATED BYLAWS As Adopted January 6, 2026 MERSANA THERAPEUTICS, INC. a Delaware Corporation THIRD AMENDED AND RESTATED BYLAWS As Adopted January 6, 2026 ARTICLE I: STOCKHOLDERS Section 1.1: Annual Meetings. Unless members of the Board of Directors (the “Board”) of Mersana Therapeutics, Inc. (the “Corporation”) |
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| January 6, 2026 |
SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ARTICLE I: NAME Exhibit 3.1 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ARTICLE I: NAME The name of the corporation is Mersana Therapeutics, Inc. ARTICLE II: AGENT FOR SERVICE OF PROCESS The address of the registered office of the corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808-1674. The name of the registered agent of the corporation at th |
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| January 6, 2026 |
Exhibit (a)(5)(H) Day One Completes Acquisition of Mersana Therapeutics Acquisition expands Day One’s pipeline with clinical-stage antibody drug conjugate (ADC) emiltatug ledadotin (Emi-Le) targeting rare cancer adenoid cystic carcinoma (ACC) BRISBANE, Calif. |
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| January 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commiss |
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| December 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Mersana Therapeutics, Inc. (Name of Subject Company (issuer)) Emerald Merger Sub, Inc. (Offeror) a direct wholly owned subsidiary of Day One Biopharmaceuticals, Inc. (Parent of Offeror) (Names of Filin |
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| December 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Mersana Therapeutics, Inc. (Name of Subject Company) Mersana Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L |
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| December 5, 2025 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below) and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Mersana Therapeutics, Inc. (Name of Subject Company) Mersana Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L 106 (CUSIP Number |
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| December 5, 2025 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of MERSANA THERAPEUTICS, INC. |
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| December 5, 2025 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of MERSANA THERAPEUTICS, INC. |
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| December 5, 2025 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of MERSANA THERAPEUTICS, INC. |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MERSANA THERAPEUTICS, INC. (Name of Subject Company (issuer)) EMERALD MERGER SUB, INC. (Offeror) a direct wholly owned subsidiary of DAY ONE BIOPHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filing Persons (identif |
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| December 5, 2025 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of MERSANA THERAPEUTICS, INC. |
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| December 5, 2025 |
MUTUAL CONFIDENTIALITY AGREEMENT Exhibit (d)(4) MUTUAL CONFIDENTIALITY AGREEMENT This Mutual Confidentiality Agreement (this “Agreement”) is effective as of March 12, 2025 (the “Effective Date”), between Mersana Therapeutics, Inc. |
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| December 5, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 141,456,981. |
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| December 4, 2025 |
A First-in-Class Opportunity with Emi-Le, A Novel ADC Exhibit 99.1 A First-in-Class Opportunity with Emi-Le, A Novel ADC We at Day One continue to be excited about the potential opportunity that antibody-drug conjugates (ADCs) present for the development of new medicines for adults and children living with cancer. A number of ADCs are demonstrating activity as monotherapy and in combination with other cancer medicines, opening the possibility that ne |
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| December 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Mersana Therapeutics, Inc. (Name of Subject Company (issuer)) Emerald Merger Sub, Inc. (Offeror) a wholly-owned subsidiary of Day One Biopharmaceuticals, Inc. (Parent of Offeror) (Names of Filing Persons (identifying st |
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| November 14, 2025 |
Mersana Therapeutics Provides Business Update and Announces Third Quarter 2025 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Third Quarter 2025 Financial Results · Day One Biopharmaceuticals, Inc. to Acquire Mersana Therapeutics, Inc. · Agreement provides for upfront consideration of $25.00 per share in cash, plus potential contingent value rights cash payments of up to an aggregate of $30.25 per share, for aggregate deal value of up to approximate |
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| November 14, 2025 |
Mersana Therapeutics Provides Business Update and Announces Third Quarter 2025 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Third Quarter 2025 Financial Results · Day One Biopharmaceuticals, Inc. to Acquire Mersana Therapeutics, Inc. · Agreement provides for upfront consideration of $25.00 per share in cash, plus potential contingent value rights cash payments of up to an aggregate of $30.25 per share, for aggregate deal value of up to approximate |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeut |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Mersana Therapeutics, Inc. (Name of Subject Company (issuer)) Emerald Merger Sub, Inc. (Offeror) a wholly-owned subsidiary of Day One Biopharmaceuticals, Inc. (Parent of Offeror) (Names of Filing Persons (identifying st |
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| November 14, 2025 |
Exhibit 99.1 P R E S E N T A T I O N Operator Hello, ladies and gentlemen, and welcome to the Conference Call and Live Webcast, Day One Biopharmaceuticals to Acquire Mersana Therapeutics. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please be advised that this conference call is being recorded. I would now like to turn the call ove |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Mersana Therapeutics, Inc. (Name of Subject Company) Mersana Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L 106 (CUSIP Number |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Mersana Therapeutics, Inc. (Name of Subject Company (issuer)) Emerald Merger Sub, Inc. (Offeror) a wholly-owned subsidiary of Day One Biopharmaceuticals, Inc. (Parent of Offeror) (Names of Filing Persons (identifying st |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): (November 12, 2025) DAY ONE BIOPHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40431 83-2415215 (State or other jurisdiction of incorporation |
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| November 13, 2025 |
Email to Mersana vendors and clinical trial investigators: Exhibit 99.5 Email to Mersana vendors and clinical trial investigators: Dear [Name], Mersana announced today that it has entered into a definitive merger agreement with Day One Biopharmaceuticals, Inc. (Day One). The acquisition is expected to close by the end of January 2026. Until then Mersana will continue to be responsible for the [XMT-2056/Emi-Le] program, and you will continue to work with t |
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| November 13, 2025 |
Exhibit 99.2 Email to Mersana employees: Dear Mersana Colleagues, Today marks a new chapter in Mersana’s journey. This morning, we announced that Mersana has entered into a definitive merger agreement to be acquired by Day One Biopharmaceuticals, Inc. (“Day One”) in exchange for upfront consideration of $25.00 per share of Mersana in cash, plus potential contingent value rights cash payments of up |
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| November 13, 2025 |
Employee Questions and Answers Exhibit 99.3 Employee Questions and Answers 1. What was announced regarding Mersana Therapeutics, Inc. and Day One Biopharmaceuticals? · Mersana and Day One Biopharmaceuticals have entered into a definitive merger agreement. · Under the terms of the definitive merger agreement, Day One Biopharmaceuticals has agreed to commence a tender offer to acquire all of Mersana’s outstanding shares of common |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Mersana Therapeutics, Inc. (Name of Subject Company) Mersana Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L 106 (CUSIP Number |
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| November 13, 2025 |
Form of Contingent Value Rights Agreement Exhibit 2.3 Form of Contingent Value Rights Agreement This Contingent Value Rights Agreement, dated as of [·] (this “Agreement”), is entered into by and between Day One Biopharmaceuticals, Inc., a Delaware corporation (“Parent”), and [·], as Rights Agent (the “Rights Agent”). RECITALS Whereas, Parent, Emerald Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of Parent ( |
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| November 13, 2025 |
Exhibit 2.2 TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this “Agreement”) is entered into as of November 12, 2025, by and among Day One Biopharmaceuticals, Inc., a Delaware corporation (“Parent”), Emerald Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and [] (“Supporting Stockholder”). RECITALS A. Supporting St |
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| November 13, 2025 |
Exhibit 99.1 Day One Biopharmaceuticals to Acquire Mersana Therapeutics Agreement with Day One Biopharmaceuticals provides for upfront consideration of $25.00 per share in cash, plus potential contingent value rights cash payments of up to an aggregate of $30.25 per share, for aggregate deal value of up to approximately $285 million Closing is expected to occur by the end of January 2026 CAMBRIDGE |
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| November 13, 2025 |
Email to Mersana collaborators: Exhibit 99.4 Email to Mersana collaborators: Dear [Name], This morning, Mersana announced that it has entered into a definitive merger agreement with Day One Biopharmaceuticals, Inc. (Day One). Please see the attached press release for more details. We are excited that Day One, a company who creatively and intentionally develops new medicines for people of all ages with life-threatening diseases r |
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| November 13, 2025 |
Email from Parent to Target’s Employees Exhibit 99.2 Email from Parent to Target’s Employees November 13, 2025 Dear Mersana Team, Today marks an exciting new chapter for both of our organizations. While we remain two independent companies until the transaction closes, I want to share a few thoughts with you. First, I’d like to acknowledge the significance of this moment. Mersana has done exceptional work to bring Emi-Le and XMT-2056 to |
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| November 13, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among: Mersana Therapeutics, Inc., a Delaware corporation; Day One Biopharmaceuticals, Inc., a Delaware corporation; and Emerald Merger Sub, Inc., a Delaware corporation Dated as of November 12, 2025 TABLE OF CONTENTS Page Section 1. Definitions & Interpretations 2 1.1 Certain Definitions 2 1.2 Certain Interpretations 17 Section 2. THE OFF |
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| November 13, 2025 |
Day One Social Media Announcement Exhibit 99.1 Day One Social Media Announcement LinkedIn and X November 13, 2025 Day One to Acquire Mersana Therapeutics to Advance Mission to Bring New Medicines to People of All Ages with Life-Threatening Diseases Read more: [Here] Additional Information about the Transaction and Where to Find It The tender offer described in this communication (the Offer) has not yet commenced, and this communic |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| August 13, 2025 |
Mersana Therapeutics Provides Business Update and Announces Second Quarter 2025 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Second Quarter 2025 Financial Results · More than 45 patients enrolled in Emi-Le Phase 1 dose expansion cohorts in post-topoisomerase-1 inhibitor ADC (post-topo-1) triple-negative breast cancer (TNBC) · Plan to report initial clinical data from Emi-Le expansion cohorts in second half of 2025 · Conference call today at 8:00 a. |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeutics, |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commiss |
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| August 13, 2025 |
Fifth Amended and Restated Certificate of Incorporation, as amended, as of Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERSANA THERAPEUTICS, INC. (Composite document reflecting amendments through July 24, 2025) ARTICLE I — NAME The name of the corporation is Mersana Therapeutics, Inc. (the “Corporation”). ARTICLE II — REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is located at Corporatio |
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| July 24, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED OF MERSANA THERAPEUTICS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Mersana Therapeutics, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, d |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissio |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissio |
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| June 2, 2025 |
Exhibit 99.1 Mersana Therapeutics Reports Additional Positive Interim Phase 1 Clinical Data for Emi-Le in Oral Presentation at 2025 ASCO Annual Meeting · 31% confirmed ORR (8 responses in 26 evaluable patients) across B7-H4 high tumors at intermediate doses o 44% confirmed ORR (7 responses in 16 evaluable patients) in the subset of patients with ≤4 prior lines of therapy CAMBRIDGE, Mass., June 2, |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| May 15, 2025 |
Mersana Therapeutics Provides Business Update and Announces First Quarter 2025 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces First Quarter 2025 Financial Results · Updated clinical data from Emi-Le Phase 1 dose escalation and backfill cohorts presented today at ESMO Breast Cancer 2025 o ORR increased to 31% across tumor types among evaluable patients with B7-H4 high tumors receiving intermediate doses o Encouraging preliminary time-to-event data in |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeutics, |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| May 6, 2025 |
Exhibit 99.1 Mersana Therapeutics Announces Strategic Restructuring and Reprioritization Plan Focused on Advancing Emi-Le in Triple-Negative Breast Cancer · Cost-saving initiatives expected to extend company’s cash runway and support current operating plan commitments into mid-2026 · Company to host conference call at 8:00 a.m. ET on May 15 to discuss business updates and first quarter 2025 financ |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 29, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 29, 2025 |
MERSANA THERAPEUTICS, INC. 2024 Annual Report to Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition |
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| April 18, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 3, 2025 |
Mersana Therapeutics, Inc. Insider Trading Policy (Effective as of June 8, 2023) Policy Principles •Employees, directors, other applicable members of management and designated contractors and consultants (each a “Covered Person,” and collectively, “Covered Persons”) of Mersana Therapeutics, Inc. and its subsidiaries (together, the “Company”) are responsible for understanding the obligations that c |
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| March 3, 2025 |
Non-Employee Director Compensation Policy, as amended through December Mersana Therapeutics, INC. Amended and Restated NON-EMPLOYEE DIRECTOR COMPENSATION POLICY As Amended Through December 4, 2024 Each member of the Board of Directors (the “Board”) of Mersana Therapeutics, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation des |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissio |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38 |
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| March 3, 2025 |
Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Fourth Quarter and Full Year 2024 Financial Results · Announced positive initial Phase 1 clinical data and an additional Fast Track designation for Emi-Le · Initiated first expansion cohort in patients with triple-negative breast cancer (TNBC) previously treated with at least one topoisomerase-1 inhibitor (topo-1) ADC · Plan |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| February 14, 2025 |
EX-99.1 2 ex-99-02142025110241.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Mersana Therapeutics, Inc. and further agree that th |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| February 5, 2025 |
EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam |
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| February 5, 2025 |
EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 Aperio Group, LLC BlackRock Advisors, LLC SpiderRock Advisors, LLC BlackRock Asset Management Canada Limited BlackRock (Netherlands) B.V. BlackRock Fund Advisors BlackRock Asset Management Ireland Limited BlackRock Institutional Trust Company, National Association BlackRock Financial Management, Inc. BlackRock Investment Management, LLC *Entity beneficially own |
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| January 14, 2025 |
As filed with the Securities and Exchange Commission on January 14, 2025 As filed with the Securities and Exchange Commission on January 14, 2025 Registration No. |
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| January 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Mersana Therapeutics, Inc. |
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| January 10, 2025 |
Exhibit 99.1 Mersana Therapeutics Announces Positive Initial Clinical Data from Phase 1 Clinical Trial of Emiltatug Ledadotin (XMT-1660); Initiation of Expansion in Triple Negative Breast Cancer - Emiltatug ledadotin observed to be generally well tolerated with differentiated safety and tolerability profile - Promising clinical activity observed in patients with triple-negative breast cancer (TNBC |
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| January 10, 2025 |
Exhibit 99.3 Initial Phase 1 Dose Escalation Data for Emi - Le ( emiltatug ledadotin ; XMT - 1660) January 10, 2025 Legal Disclaimer 2 This presentation contains “forward - looking” statements and information within the meaning of the Private Securities Litigation Reform Act of 1995 . These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,” “estimates,” “expe |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| January 10, 2025 |
Exhibit 99.2 Mersana Therapeutics Announces Additional FDA Fast Track Designation Granted to Emiltatug Ledadotin (XMT-1660) Conference call to discuss positive initial Phase 1 clinical data today at 8:30 a.m. ET CAMBRIDGE, Mass., January 10, 2025 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company focused on discovering and developing a pipeline of antibody-drug |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| December 26, 2024 |
EXHIBIT 99.1 JOINT FILING AGREEMENT We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Mersana Therapeutics, Inc. is filed on behalf of each of us. Dated: December 26, 2024 Nextech Crossover I SCSp By: Nextech Crossover I GP S.à r.l. its General Partner By: /s/ Ian Charoub Name: Ian Charoub Title: Manager By: |
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| December 23, 2024 |
AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5(and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection wi |
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| December 19, 2024 |
Exhibit 10.1 December 19, 2024 Mersana Therapeutics, Inc. 840 Memorial Drive Cambridge, MA 02139 Re: Section 3(a)(9) Exchange Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) confirms the agreement of Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursu |
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| December 19, 2024 |
Exhibit 4.1 MERSANA THERAPEUTICS, INC. FORM OF PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK Number of Shares: [·] (subject to adjustment) Warrant No. [·] Original Issue Date: December [·], 2024 Mersana Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its regis |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| November 15, 2024 |
SC 13D/A 1 d863651dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6) MERSANA THERAPEUTICS, INC. (Name of Issuer) Common Stock, $0.0001 par val |
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| November 14, 2024 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Mersana Therapeutics Inc. This Joint Fil |
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| November 14, 2024 |
MRSN / Mersana Therapeutics, Inc. / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment SC 13G/A 1 d901805dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mersana Therapeutics Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| November 14, 2024 |
MRSN / Mersana Therapeutics, Inc. / Nextech Crossover I GP S.a r.l. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mersana Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 59045L106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| November 13, 2024 |
Mersana Therapeutics Provides Business Update and Announces Third Quarter 2024 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Third Quarter 2024 Financial Results - Plan to announce initial clinical data for XMT-1660 at a company event by the end of 2024 - Dose escalation advancing in Phase 1 clinical trial of XMT-2056 - Conference call today at 8:00 a.m. ET CAMBRIDGE, Mass., November 13, 2024 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical- |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeut |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| October 15, 2024 |
MRSN / Mersana Therapeutics, Inc. / SILVERARC CAPITAL MANAGEMENT, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mersana Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 59045L106 (CUSIP Number) October 11, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| August 13, 2024 |
Mersana Therapeutics Provides Business Update and Announces Second Quarter 2024 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Second Quarter 2024 Financial Results - Dose escalation advancing in Phase 1 clinical trials of both XMT-1660 and XMT-2056 - Continue to expect to announce initial XMT-1660 clinical data and initiate expansion in the second half of 2024 - Capital resources expected to support current operating plan commitments into 2026 - Con |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeutics, |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commiss |
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| June 11, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissio |
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| May 17, 2024 |
MRSN / Mersana Therapeutics, Inc. / Nextech Crossover I GP S.a r.l. - SC 13G Passive Investment SC 13G 1 tm2414799d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mersana Therapeutics, Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 59045L106 (CUSIP Number) May 14, 2024 (Date of Event Which Requires Filing of this Statement) Check t |
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| May 9, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-271766 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 9, 2024) $100,000,000 Common Stock We previously entered into a sales agreement, or the sales agreement, with Cowen and Company, LLC, or TD Cowen, on February 28, 2024 pursuant to which we may issue and sell, from time to time, shares of our common stock, $0.0001 per shar |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeutics, |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2024 |
Mersana Therapeutics Provides Business Update and Announces First Quarter 2024 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces First Quarter 2024 Financial Results - Maximum tolerated dose not yet established in Phase 1 clinical trial of XMT-1660; enrollment in dose escalation and backfill cohorts continuing in parallel; expect to announce initial clinical data and initiate expansion in the second half of 2024 - Patient recruitment ongoing in Phase 1 |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 26, 2024 |
MERSANA THERAPEUTICS, INC. 2023 Annual Report to Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transitio |
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| April 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| February 28, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-271766 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 28, 2024) $100,000,000 Common Stock We entered into a sales agreement, or the sales agreement, with Cowen and Company, LLC, or TD Cowen, on February 28, 2024 pursuant to which we may issue and sell, from time to time, shares of our common stock, $0.0001 per share, |
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| February 28, 2024 |
, 2021, between Mersana Therapeutics, Inc. and Exhibit 10.24 July 20, 2021 VIA E-MAIL Mersana Therapeutics, Inc. 840 Memorial Dr. Cambridge, MA 02139 Mohan Bala, Ph.D. c/o Mersana Therapeutics, Inc. 840 Memorial Drive Cambridge, MA 02139 Dear Mohan, I am pleased to offer you the position of SVP, Strategic Product Planning & Program Leadership of Mersana Therapeutics, Inc. (the “Company”), and present you with the terms and conditions of your e |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| February 28, 2024 |
As filed with the Securities and Exchange Commission on February 28, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 28, 2024 Registration No. |
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| February 28, 2024 |
Exhibit 1.1 Execution Version MERSANA THERAPEUTICS, INC. $100,000,000 common stock SALES AGREEMENT February 28, 2024 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Mersana Therapeutics, Inc., a Delaware Corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of |
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| February 28, 2024 |
Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Fourth Quarter and Full Year 2023 Financial Results · Enrollment in dose escalation and backfill cohorts continuing in Phase 1 clinical trial of XMT-1660; expect to initiate tumor-specific expansion cohorts in the second quarter of 2024 and announce initial clinical data in mid-2024 · Phase 1 clinical trial of XMT-2056 restar |
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| February 28, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Post-Effective Amendment No. 1 to Form S-3 (Form Type) Mersana Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price |
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| February 28, 2024 |
Non-Employee Director Compensation Policy, Exhibit 10.43 Mersana Therapeutics, INC. Amended and Restated NON-EMPLOYEE DIRECTOR COMPENSATION POLICY As Amended Through December 15, 2023 Each member of the Board of Directors (the “Board”) of Mersana Therapeutics, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the c |
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| February 28, 2024 |
As filed with the Securities and Exchange Commission on February 28, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 28, 2024 Registration No. |
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| February 28, 2024 |
Exhibit 97 Effective October 2, 2023 MERSANA THERAPEUTICS, INC. Amended and Restated Clawback Policy This Amended and Restated Clawback Policy (this “Policy”) is adopted by Mersana Therapeutics, Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”), which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursua |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38 |
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| February 14, 2024 |
SC 13G 1 mrsn-sc13g123123.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mersana Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 59045L106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Fil |
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| February 14, 2024 |
EX-99.1 2 d753345dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Mersana Ther |
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| February 14, 2024 |
MRSN / Mersana Therapeutics, Inc. / BALYASNY ASSET MANAGEMENT LLC - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Mersana Therapeutics Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 14, 2024 |
MRSN / Mersana Therapeutics, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
SC 13G/A 1 tm246235d18sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mersana Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 59045L106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this State |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mersana Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu |
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| February 14, 2024 |
EX-99.(A) 2 ex99-a.htm JOINT FILING AGREEMENT SilverArc Capital Management, LLC 13G EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Mersana Therapeutics, Inc., dated as of February 14, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on b |
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| February 14, 2024 |
EX-99.A 2 ss3005734ex99a.htm JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that this Amendment No. 1 to the Statement on Schedule 13G, dated December 31, 2023 (this “Schedule 13G”), with respect to the Common Stock, $0.0001 par value per share, of Mersana Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of |
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| February 13, 2024 |
MRSN / Mersana Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv01443-mersanatherapeuticsi.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Mersana Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 59045L106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pur |
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| January 29, 2024 |
MRSN / Mersana Therapeutics, Inc. / BlackRock Inc. Passive Investment SC 13G/A 1 us59045l1061012924.txt us59045l1061012924.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) MERSANA THERAPEUTICS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 59045L106 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| January 22, 2024 |
MRSN / Mersana Therapeutics, Inc. / STATE STREET CORP Passive Investment SC 13G/A 1 MersanaThInc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 EXIT FILING MERSANA THERAPEUTICS INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 59045L106 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUAN |
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| January 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Mersana Therapeutics, Inc. |
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| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 12, 2024 As filed with the Securities and Exchange Commission on January 12, 2024 Registration No. |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2024 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commiss |
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| January 5, 2024 |
Exhibit 99.1 Mersana Therapeutics Announces Business Updates, Expected 2024 Milestones and Upcoming Presentation at the 42nd Annual J.P. Morgan Healthcare Conference · Enrollment in dose escalation and backfill cohorts continuing in Phase 1 clinical trial of XMT-1660, Dolasynthen B7-H4 ADC; expect to initiate expansion in Q2 2024 and announce initial clinical data in mid-2024 · Phase 1 clinical tr |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| November 7, 2023 |
Exhibit 10.2 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. Execution Copy AMENDMENT NO. 2 TO RESEARCH COLLABORATION AND LICENSE AGREEMENT This Amendment No. 2 to Research Collaboration and License Agreement (this “Amen |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| November 7, 2023 |
Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. CONFIDENTIAL AMENDMENT NO. 1 to the RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between MERSANA THERAPEUTICS, INC. and JANSSEN BIOTECH, INC. (effective |
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| November 7, 2023 |
etter, dated September 5, 2023, by and between Mersana Therape Exhibit 10.4 Mersana Therapeutics, Inc. 840 Memorial Dr. Cambridge, MA 02139 September 5, 2023 VIA Electronic Delivery Martin Huber, M.D. Dear Marty: I am pleased to offer you the position of President and Chief Executive Officer (“CEO”) of Mersana Therapeutics, Inc. (the “Company”), and present you with the terms and conditions of your employment by the Company, as set forth in this letter agreem |
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| November 7, 2023 |
Mersana Therapeutics Provides Business Update and Announces Third Quarter 2023 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Third Quarter 2023 Financial Results · Advancing dose escalation portion of Phase 1 clinical trial of XMT-1660, Mersana’s B7-H4 Dolasynthen ADC · Preparations underway to resume enrollment in Phase 1 clinical trial of XMT-2056, Mersana’s HER2 Immunosynthen ADC · Capital resources expected to support current operating plan com |
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| November 7, 2023 |
Exhibit 10.3 EXECUTION COPY RETIREMENT AND SEPARATION AGREEMENT This Retirement and Separation Agreement (the “Agreement”) is made as of September 5, 2023 (the “Agreement Effective Date”) by and between Anna Protopapas (the “Executive”) and Mersana Therapeutics, Inc. (“Mersana” or the “Company”) (together, the “Parties”). WHEREAS, the Company and Executive are parties to that certain amended and r |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeut |
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| November 7, 2023 |
, 2023, by and between Mersana Therapeutics Exhibit 10.5 VIA ELECTRONIC MAIL September 6, 2023 Arvin Yang Dear Arvin: As we discussed, your employment with Mersana Therapeutics, Inc. (the “Company”) will end effective September 29, 2023 (the “Separation Date”). As we also discussed, the Company will provide you with the severance benefits described in paragraph 1 below if you sign and return this letter agreement to me on, but not before, t |
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| October 31, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| October 31, 2023 |
Mersana Therapeutics Announces FDA has Lifted Clinical Hold on Phase 1 Clinical Trial of XMT-2056 Exhibit 99.1 Mersana Therapeutics Announces FDA has Lifted Clinical Hold on Phase 1 Clinical Trial of XMT-2056 CAMBRIDGE, Mass., October 31, 2023 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company focused on discovering and developing a pipeline of antibody-drug conjugates (ADCs) targeting cancers in areas of high unmet medical need, today announced that the U. |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Comm |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| August 8, 2023 |
Mersana Therapeutics Announces Second Quarter 2023 Financial Results Exhibit 99.1 Mersana Therapeutics Announces Second Quarter 2023 Financial Results · Organization fully focused on product candidates and collaborations based on next-generation ADC platforms · Capital resources expected to support current operating plan commitments into 2026 CAMBRIDGE, Mass., August 8, 2023 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company foc |
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| August 8, 2023 |
Exhibit 10.3 Form of RSU Award Agreement for Non-Employee Directors Name: [●] Number of RSUs: [●] Date of Grant: [●] Vesting Commencement Date [●] MERSANA THERAPEUTICS, INC. 2017 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This agreement (this “Agreement”) evidences a grant of restricted stock units (“RSUs”) by Mersana Therapeutics, Inc. (the “Company”) to the individual named above (the |
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| August 8, 2023 |
Exhibit 10.2 Name: [●] Number of RSUs: [●] Date of Grant: [●] Vesting Commencement Date [●] MERSANA THERAPEUTICS, INC. 2017 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This agreement (this “Agreement”) evidences a grant of restricted stock units (“RSUs”) by Mersana Therapeutics, Inc. (the “Company”) to the individual named above (the “Grantee”), an employee of the Company, pursuant to and |
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| August 8, 2023 |
Exhibit 10.1 Name: [●] Number of RSUs: [●] Date of Grant: [●] Vesting Commencement Date [●] MERSANA THERAPEUTICS, INC. 2022 INDUCEMENT STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This agreement (this “Agreement”) evidences a grant of restricted stock units (“RSUs”) by Mersana Therapeutics, Inc. (the “Company”) to the individual named above (the “Grantee”), pursuant to and subject to the t |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeutics, |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissi |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mersana Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 59045L106 (CUSIP Number) July 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| July 27, 2023 |
Exhibit 99.1 Mersana Therapeutics Announces Topline Data from UPLIFT Clinical Trial in Patients with Platinum-Resistant Ovarian Cancer and Strategic Reprioritization - UPLIFT clinical trial did not meet its primary endpoint - Company realigns focus and significantly reduces expenses to extend cash runway into 2026 - Conference call today at 8:00 a.m. ET Cambridge, Mass., July 27, 2023 – Mersana Th |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissio |
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| July 27, 2023 |
MRSN / Mersana Therapeutics Inc / EcoR1 Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Mersana Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L106 (CUSIP Number) July 27, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| June 15, 2023 |
Exhibit 99.1 Mersana Therapeutics Announces Partial Clinical Hold on UP-NEXT and UPGRADE-A Clinical Trials UPLIFT top-line data expected by early August CAMBRIDGE, Mass., June 15, 2023 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company focused on discovering and developing a pipeline of antibody-drug conjugates (ADCs) targeting cancers in areas of high unmet me |
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| June 15, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissio |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| June 9, 2023 |
Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERSANA THERAPEUTICS, INC. (Composite document reflecting amendments through June 8, 2023) ARTICLE I — NAME The name of the corporation is Mersana Therapeutics, Inc. (the “Corporation”). ARTICLE II — REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is located at Corporation |
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| May 9, 2023 |
Exhibit 10.3 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDMENT 1 TO COLLABORATION AND COMMERCIAL LICENSE AGREEMENT This Amendment 1 to Collaboration and Commercial License Agreement (“Amendment”) is entered into |
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| May 9, 2023 |
Exhibit 10.1 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 23, 2023, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), |
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| May 9, 2023 |
Exhibit 10.4 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDMENT 2 TO COLLABORATION AND COMMERCIAL LICENSE AGREEMENT This Amendment 2 to Collaboration and Commercial License Agreement (“Amendment”) is entered into |
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| May 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Mersana Therapeutics, Inc. |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeutics, |
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| May 9, 2023 |
Exhibit 10.2 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND COMMERCIAL LICENSE AGREEMENT between MERSANA THERAPEUTICS, INC. and MERCK KGaA TABLE OF CONTENTS 1. Definitions and Interpretation 1 1.1. Def |
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| May 9, 2023 |
Exhibit 10.5 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. AMENDMENT 3 TO COLLABORATION AND COMMERCIAL LICENSE AGREEMENT This Amendment 3 to Collaboration and Commercial License Agreement (“Amendment 3”) is entered int |
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| May 9, 2023 |
Exhibit 10.7 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. EXECUTION VERSION AGREEMENT REGARDING LICR TECHNOLOGY This Agreement Regarding LICR Technology (“Agreement”), effective as of July 9, 2015, is by and between L |
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| May 9, 2023 |
Mersana Therapeutics Provides Business Update and Announces First Quarter 2023 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces First Quarter 2023 Financial Results - Initiated dose expansion portion of UPGRADE-A clinical trial of UpRi in combination with carboplatin; interim data expected in second half of 2023 - Advanced enrollment in Phase 3 UP-NEXT clinical trial of UpRi and Phase 1 clinical trial of XMT-1660 - Plan to report topline data from UPL |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2023 |
As filed with the Securities and Exchange Commission on May 9, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 9, 2023 Registration No. |
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| May 9, 2023 |
Exhibit 10.6 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between MERSANA THERAPEUTICS, INC. and RECEPTA BIOPHARMA S.A. TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. L |
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| April 28, 2023 |
MERSANA THERAPEUTICS, INC. 2022 Annual Report to Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transitio |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| April 28, 2023 |
DEF 14A 1 tm231888-2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the |
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| April 14, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 31, 2023 |
Exhibit 3.1 MERSANA THERAPEUTICS, INC. SECOND AMENDED AND RESTATED BYLAWS (Adopted March 31, 2023) SECTION 1 - STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders of Mersana Therapeutics, Inc., a Delaware corporation (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissi |
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| March 24, 2023 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissi |
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| March 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissi |
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| March 13, 2023 |
Mersana Therapeutics Announces Clinical Hold on XMT-2056 Phase 1 Clinical Trial Exhibit 99.2 Mersana Therapeutics Announces Clinical Hold on XMT-2056 Phase 1 Clinical Trial CAMBRIDGE, Mass., March 13, 2023 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company focused on discovering and developing a pipeline of antibody-drug conjugates (ADCs) targeting cancers in areas of high unmet medical need, today announced that the Phase 1 trial of XMT-2 |
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| March 13, 2023 |
Mersana Therapeutics Provides Statement About SVB Exhibit 99.1 Mersana Therapeutics Provides Statement About SVB CAMBRIDGE, Mass., March 10, 2023 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company focused on discovering and developing a pipeline of antibody-drug conjugates (ADCs) targeting cancers in areas of high unmet medical need, today provided an update about its capital resources. A de minimis amount of |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| February 28, 2023 |
Non-Employee Director Compensation Policy, effective as of December 1, 2022. Exhibit 10.42 Mersana Therapeutics, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) of Mersana Therapeutics, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will be eligible to receive the compensation described in this Amended |
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| February 28, 2023 |
Exhibit 10.18 CONFIDENTIAL Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND COMMERCIAL LICENSE AGREEMENT between MERSANA THERAPEUTICS, INC. and ARES TRADING S.A. Table of Contents Background 1 Article 1 |
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| February 28, 2023 |
(incorporated by reference to Exhibit 21.1 to t Exhibit 21.1 Subsidiaries of the Registrant Entity State of Incorporation or Organization Mersana Securities Corp. Massachusetts |
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| February 28, 2023 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes selected information regarding our capital stock, as well as relevant provisions of: (i) our fifth amended and restated certificate of incorporation, as amended, or the Restated Certificate, (ii) our amended and restated bylaws, or Byl |
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| February 28, 2023 |
Exhibit 97 MERSANA THERAPEUTICS, INC. Clawback Policy 1. Persons Subject to this Policy. This policy is applicable to all officers (as defined in Rule 16(a)-f under the Securities Exchange Act of 1934, as amended) of Mersana Therapeutics, Inc. (the “Company”). This policy will also apply to such other employees, or classes of employees, of the Company as may be determined from time to time by the |
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| February 28, 2023 |
Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Fourth Quarter and Full Year 2022 Financial Results - Commenced dose expansion portion of Phase 1 UPGRADE-A clinical trial of UpRi in combination with carboplatin - Initiated patient dosing in Phase 1 clinical trial of lead Immunosynthen ADC candidate, XMT-2056 - Entered new research collaboration and commercial license agree |
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| February 28, 2023 |
Exhibit 10.21 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of October 17, 2022 |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38 |
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| February 28, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Mersana Therapeutics, Inc. |
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| February 28, 2023 |
As filed with the Securities and Exchange Commission on February 28, 2023 As filed with the Securities and Exchange Commission on February 28, 2023 Registration No. |
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| February 28, 2023 |
Exhibit 10.40 MERSANA THERAPEUTICS, INC. 2017 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED THROUGH JANUARY 23, 2019) 1. DEFINED TERMS The following terms, when used in the Plan (as defined below), have the meanings and are subject to the provisions set forth below: (a) “401(k) Plan”: A savings plan qualifying under Section 401(k) of the Code that is sponsored by the Company for the benefit of its empl |
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| February 28, 2023 |
Exhibit 10.22 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 27, 2022, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent” |
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| February 14, 2023 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G dated December 31, 2022 (the “Schedule 13G”), with respect to the Common Stock, $0. |
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| February 14, 2023 |
MRSN / Mersana Therapeutics Inc / Rho Ventures V, L.P. Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mersana Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 59045L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu |
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| February 14, 2023 |
EX-99.B Exhibit B POWER OF ATTORNEY The Undersigned, Hugo van Neutegem herewith gives Power of Attorney to Mrs. Nathalie M.A. Isidora-Kwidama, born in Curacao on, holder of a passport issued by the Kingdom of the Netherlands, with number, to represent the Company in the broadest sense of the word and in the best interest of the Company and further to do if were the Undersigned personally present. |
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| February 14, 2023 |
MRSN / Mersana Therapeutics Inc / ORBIMED ADVISORS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Mersana Therapeutics, Inc. |
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| February 14, 2023 |
MRSN / Mersana Therapeutics Inc / BB BIOTECH AG - SC 13G/A Passive Investment SC 13G/A United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mersana Therapeutics, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 59045L106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing This Statement) Check the appropriate box to designate the |
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| February 9, 2023 |
MRSN / Mersana Therapeutics Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Mersana Therapeutics Inc. Title of Class of Securities: Common Stock CUSIP Number: 59045L106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 6, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Mersana Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 59045L106 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 3, 2023 |
MRSN / Mersana Therapeutics Inc / STATE STREET CORP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING MERSANA THERAPEUTICS INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 59045L106 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| February 1, 2023 |
Exhibit 99.1 Mersana Therapeutics Initiates Expansion Portion of UPGRADE-A Combination Clinical Trial in Platinum-Sensitive Ovarian Cancer Company plans to report interim data for the combination of UpRi with carboplatin in the second half of 2023 CAMBRIDGE, Mass., February 1, 2023 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company focused on discovering and de |
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| January 31, 2023 |
MRSN / Mersana Therapeutics Inc / BlackRock Inc. Passive Investment SC 13G/A 1 us59045l1061013123.txt us59045l1061013123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) MERSANA THERAPEUTICS INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 59045L106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| January 25, 2023 |
Exhibit 99.1 Mersana Therapeutics Announces Initiation of Phase 1 Trial of XMT-2056 in HER2-Expressing Tumors First Immunosynthen ADC product candidate enters the clinic CAMBRIDGE, Mass., January 25, 2023 – Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company focused on discovering and developing a pipeline of antibody-drug conjugates (ADCs) targeting cancers in ar |
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| January 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| January 19, 2023 |
MRSN / Mersana Therapeutics Inc / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 MRSNSC13GA12023.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) MERSANA THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 59045L106 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check th |
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| January 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commiss |
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| January 6, 2023 |
EX-99.1 2 tm232318d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Strategic Objectives and Expected Milestones - Report top-line data from UPLIFT registrational trial in mid-2023, submit potential BLA around year end 2023, and prepare for potential U.S. commercial launch in 2024 - Advance Phase 3 UP-NEXT and Phase 1 UPGRADE-A trials in platinum-se |
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| December 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commi |
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| December 22, 2022 |
Exhibit 99.1 Mersana Therapeutics Announces Research Collaboration and Commercial License Agreement with Merck KGaA, Darmstadt, Germany to Develop Novel Immunosynthen Antibody-Drug Conjugates - Collaboration focuses on discovering novel STING-agonist ADCs for up to two targets leveraging Mersana?s proprietary immunostimulatory platform - Mersana to receive $30 million upfront payment, up to $800 m |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeut |
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| November 7, 2022 |
Mersana Therapeutics Provides Business Update and Announces Third Quarter 2022 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Third Quarter 2022 Financial Results - Completed enrollment in UPLIFT clinical trial; topline data expected mid-2023; potential Biologics License Application (BLA) submission anticipated by the end of 2023 - Initiated patient enrollment and dosing in Phase 1 clinical trial of XMT-1660 - Strengthened balance sheet with $100 mi |
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| November 7, 2022 |
Exhibit 10.1 EXECUTION VERSION Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION, OPTION AND LICENSE AGREEMENT Between GLAXOSMITHKLINE INTELLECTUAL PROPERTY (NO. 4) LIMITED And MERSANA THERAPEUTICS, INC. AUGU |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| November 7, 2022 |
EX-1.1 2 tm2229816d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version MERSANA THERAPEUTICS, INC. $150,000,000 common stock SALES AGREEMENT November 7, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Mersana Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale |
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| November 7, 2022 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-260895 PROSPECTUS SUPPLEMENT (To Prospectus Dated November 18, 2021) $150,000,000 Common Stock We entered into a sales agreement, or the sales agreement, with Cowen and Company, LLC, or Cowen, on November 7, 2022 pursuant to which we may issue and sell, from time to time, shares of our common stock, $0.0001 per share, having |
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| November 7, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commis |
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| October 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commiss |
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| October 6, 2022 |
Exhibit 99.1 Mersana Therapeutics Announces Completion of Enrollment in UPLIFT, a Single-Arm Registrational Trial of Upifitamab Rilsodotin (UpRi) in Platinum-Resistant Ovarian Cancer - Topline data from UPLIFT expected in mid-2023 - Targeting potential Biologics License Application (BLA) submission by the end of 2023 CAMBRIDGE, Mass., October 6, 2022 ? Mersana Therapeutics, Inc. (NASDAQ: MRSN), a |
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| August 16, 2022 |
Exhibit 99.1 Mersana Therapeutics Announces Initiation of Phase 1 Trial of XMT-1660 in Breast, Endometrial and Ovarian Cancers CAMBRIDGE, Mass., August 16, 2022 ? Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical-stage biopharmaceutical company focused on discovering and developing a pipeline of antibody-drug conjugates (ADCs) targeting cancers in areas of high unmet medical need, today announ |
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| August 16, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commiss |
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| August 8, 2022 |
Mersana Therapeutics Provides Business Update and Announces Second Quarter 2022 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces Second Quarter 2022 Financial Results - Approaching full enrollment in UPLIFT clinical trial; initiated patient screening in UP-NEXT clinical trial - Cleared INDs for XMT-1660 and XMT-2056 - Enhanced balance sheet with $100 million upfront option purchase fee to be paid by GSK for XMT-2056 - Conference call today at 4:30 p.m. |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeutics, |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissi |
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| August 8, 2022 |
Exhibit 99.1 Mersana Therapeutics Announces Option Agreement with GSK for the Co-Development and Commercialization of XMT-2056, an Immunosynthen ADC Targeting HER2 - GSK receives exclusive global license option for XMT-2056 - Mersana to receive $100 million upfront option purchase fee - If GSK exercises its option, Mersana to receive exercise payment; potential for additional development, regulato |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commissi |
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| June 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| June 10, 2022 |
Fifth Amended and Restated Certificate of Incorporation, as amended, as of June 9, 2022. Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MERSANA THERAPEUTICS, INC. (Composite document reflecting amendments through June 9, 2022) ARTICLE I ? NAME The name of the corporation is Mersana Therapeutics, Inc. (the ?Corporation?). ARTICLE II ? REGISTERED OFFICE AND AGENT The address of the Corporation?s registered office in the State of Delaware is located at Corporation |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240. |
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| May 9, 2022 |
Exhibit 10.6 Mersana Therapeutics, Inc. 840 Memorial Dr. Cambridge, MA 02139 June 15, 2021 VIA E-MAIL Tushar Misra c/o Mersana Therapeutics, Inc. 840 Memorial Drive Cambridge, MA 02139 Dear Tushar: I am pleased to offer you the position of SVP and Chief Manufacturing Officer of Mersana Therapeutics, Inc. (the ?Company?), and present you with the terms and conditions of your employment by the Compa |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38129 Mersana Therapeutics, |
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| May 9, 2022 |
Exhibit 10.5 Mersana Therapeutics, Inc. 840 Memorial Dr. Cambridge, MA 02139 March 7, 2021 VIA E-MAIL Alejandra Carvajal c/o Mersana Therapeutics, Inc. 840 Memorial Drive Cambridge, MA 02139 Dear Alejandra: I am pleased to offer you the position of SVP and General Counsel of Mersana Therapeutics, Inc. (the ?Company?), and present you with the terms and conditions of your employment by the Company, |
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| May 9, 2022 |
Mersana Therapeutics Provides Business Update and Announces First Quarter 2022 Financial Results Exhibit 99.1 Mersana Therapeutics Provides Business Update and Announces First Quarter 2022 Financial Results - Advanced UpRi development across UPLIFT, UPGRADE, and UP-NEXT clinical trials - Prepared for expected initiation of patient dosing in Phase 1 clinical trials of XMT-1660 and XMT-2056 in mid-2022 - Entered research collaboration and license agreement with Janssen, which provided $40 milli |
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| May 9, 2022 |
Exhibit 10.3 EXECUTION COPY Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. Amendment #1 to the Amended and Restated Commercial License and Option Agreement This Amendment #1 (this "Amendment") dated February 2, 2022 (th |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 MERSANA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38129 04-3562403 (State or other jurisdiction of incorporation) (Commission |
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| May 9, 2022 |
Exhibit 10.2 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. RESEARCH COLLABORATION AND LICENSE AGREEMENT between MERSANA THERAPEUTICS, INC. and JANSSEN BIOTECH, INC. Table of Contents ARTICLE 1 1 1.1 Definitions 1 1.2 C |
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| May 9, 2022 |
Exhibit 10.4 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) is entered into as of February 17, 2022, |
