6-K 1 d844194d6k.htm 6-K 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2019

Commission File Number: 001-37773

 

 

Merus N.V.

(Translation of Registrant’s Name into English)

 

 

Yalelaan 62

3584 CM Utrecht

The Netherlands

+31 85 016 2500

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Extraordinary General Meeting Minutes and Results and Amendment of Articles of Association

On December 5, 2019, Merus N.V. (the “Company”) held its extraordinary general meeting of shareholders (the “Extraordinary Meeting”). At the Extraordinary Meeting, the shareholders approved the amendment in their entirety of the Company’s articles of association to, among other things, comply with the requirements of Nasdaq applicable to U.S. domestic issuers, including the requirement that its articles of association provide for a quorum of, at least, 33 1/3% of its common shares at any meeting of holders of its common shares (the “Amended Articles”).

The minutes from the Extraordinary Meeting are furnished herewith as Exhibit 1, the voting results of the Extraordinary Meeting are furnished herewith as Exhibit 2, and the Amended Articles are furnished herewith as Exhibit 3 to this Report on Form 6-K.

Exhibits 2 and 3 to this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-233367 and 333-233383) and Registration Statements on Form S-8 (File Nos. 333-211497 and 333-230708).

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, thereunto duly authorized.

 

    Merus N.V.
Date: December 6, 2019     By:  

/s/ Ton Logtenberg

    Name:   Ton Logtenberg
    Title:   President, Chief Executive Officer and Principal Financial Officer