UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 24, 2025, Mersana Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended, (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which will effect, as of 5:00 p.m. Eastern Time, on July 25, 2025 (the “Effective Time”), a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”).
The Reverse Stock Split is intended, among other things, to bring the Company into compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market, as previously reported in the Company’s definitive proxy statement for the Company’s annual meeting of stockholders held on June 12, 2025, as filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”).
At the Effective Time, every twenty-five shares of issued and outstanding Common Stock will be automatically reclassified and combined into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a cash payment in lieu of such fractional shares.
The Reverse Stock Split will not change the number of authorized shares of Common Stock or the par value of the Common Stock. Proportionate adjustments will be made to the number of shares of Common Stock available for issuance under the Company’s equity incentive plans, as well as the number of shares underlying, and the exercise prices of, outstanding equity awards under such plans, in accordance with their respective terms and as described in the Proxy Statement.
The Common Stock is expected to begin trading on a post-Reverse Stock Split basis at the market open on July 28, 2025 under the Company’s existing trading symbol “MRSN”. The new CUSIP number for the Common Stock following the Reverse Stock Split is 59045L205.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation, as amended, of Mersana Therapeutics, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| MERSANA THERAPEUTICS, INC. | ||
| Date: July 24, 2025 | By: | /s/ Brian DeSchuytner |
| Brian DeSchuytner | ||
| Senior Vice President, Chief Operating Officer and Chief Financial Officer | ||