8-K 1 tm2015769-1_8k.htm FORM 8-K





Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 13, 2020



(Exact name of registrant as specified in its charter)


Delaware   001-38129   04-3562403

(State or other jurisdiction of


  (Commission File Number)  

(IRS Employer

Identification No.)



840 Memorial Drive Cambridge, MA 02139   
Cambridge, MA  02139
(Address of principal executive offices)   (Zip Code)


(Registrant’s telephone number, including area code): (617) 498-0020


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which
Common Stock, $0.0001 par value MRSN The Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x






Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On April 13, 2020, the Board of Directors (the “Board”) of Mersana Therapeutics, Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed Martin Huber, M.D., to serve as a Class I director for a term expiring at the Company’s 2021 annual meeting of stockholders or upon his earlier death, resignation or removal. The Board also appointed Dr. Huber to serve as a member of the Board’s Nominating and Corporate Governance Committee.


Dr. Huber will be compensated for his service as a director in accordance with the Company’s current non-employee director compensation policy. The Board has affirmatively determined that Dr. Huber is independent in accordance with applicable NASDAQ listing rules and has no material direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Dr. Huber and the Company have entered into an indemnification agreement (the “Indemnification Agreement”), which will provide indemnification protection for Dr. Huber in connection with his service as a member of the Board. The Indemnification Agreement is substantially similar to the form filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on June 16, 2017, and is incorporated herein by reference.


On April 15, 2020, the Company issued a press release announcing Dr. Huber’s appointment to the Board. The Company’s press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
99.1   Press Release by Mersana Therapeutics, Inc., on April 15, 2020







No.   Description
99.1   Press Release by Mersana Therapeutics, Inc., on April 15, 2020







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




  By: /s/ Brian DeSchuytner
    Brian DeSchuytner
Senior Vice President, Finance & Product Strategy


Date: April 15, 2020