Registration No. 333-
As filed with the Securities and Exchange Commission on March 8, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
MERSANA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 04-3562403 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
840 Memorial Drive, Cambridge, MA | | 02139 |
(Address of Principal Executive Offices) | | (Zip Code) |
Mersana Therapeutics, Inc. 2017 Stock Incentive Plan
Mersana Therapeutics, Inc. 2017 Employee Stock Purchase Plan
(Full title of the plans)
Anna Protopapas
President and Chief Executive Officer
840 Memorial Drive
Cambridge, MA 02139
(Name and address of agent for service)
(617) 498-0020
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Marc A. Rubenstein
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
617-951-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | | Accelerated filer x |
Non-accelerated filer o | | Smaller reporting company x
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 7(a)(2)(B) of the Securities Act. x
CALCULATION OF REGISTRATION FEE
| | | | | | | | | |
Title of Securities
to be Registered | | Amount to be Registered (1) | | Proposed Maximum
Offering Price Per
Share | | Proposed Maximum
Aggregate Offering Price | | Amount of
Registration
Fee | |
Mersana Therapeutics, Inc. 2017 Stock Incentive Plan - Common Stock, $0.0001 par value per share | | 929,378 shares | (2) | $ | 4.35 | (4) | $ | 4,042,794.30 | | $ | 489.99 | |
Mersana Therapeutics, Inc. 2017 Employee Stock Purchase Plan — Common Stock, $0.0001 par value per share | | 232,344 shares | (3) | $ | 4.35 | (4) | $ | 1,010,696.40 | | $ | 122.50 | |
TOTAL | | 1,161,722 shares | | | | $ | 5,053,490.70 | | $ | 612.48 | |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may issued to prevent dilution from stock splits, stock dividends and similar transactions. |
(2) | Represents 929,378 shares of Common Stock that were automatically added to the shares authorized for issuance under the Mersana Therapeutics, Inc. 2017 Stock Incentive Plan (the “2017 Plan”) on January 1, 2019 pursuant to an “evergreen” provision contained in the 2017 Plan. The “evergreen” provision provides that on each January 1st from January 1, 2018 through January 1, 2027, the number of shares of Common Stock available for issuance under the 2017 Plan will automatically increase annually in an amount equal to the lesser of 4% of outstanding shares of the registrant’s Common Stock as of the close of business on the immediately preceding December 31st or the number of shares determined by the registrant’s board of directors. |
(3) | Represents 232,344 shares of Common Stock that were automatically added to the shares authorized for issuance under the Mersana Therapeutics, Inc. 2017 Employee Stock Purchase Plan (the “ESPP”) on January 1, 2019 pursuant to an “evergreen” provision contained in the ESPP. The “evergreen” provision provides that on each January 1st from January 1, 2018 through January 1, 2027, the number of shares of Common Stock available for issuance under the ESPP will automatically increase annually in an amount equal to the lesser of 450,000 shares of Common Stock, 1% of outstanding shares of the registrant’s Common Stock as of the close of business on the immediately preceding December 31st or the number of shares determined by the registrant’s board of directors. |
(4) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average of the high and low prices of the registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 7, 2019 to be $4.69 and $4.00, respectively. |
EXPLANATORY NOTE
This Registration Statement has been filed by Mersana Therapeutics, Inc. (the “Registrant”) to register 929,378 additional shares of common stock to be offered pursuant to the Mersana Therapeutics, Inc. 2017 Stock Incentive Plan and 232,344 additional shares of common stock to be offered pursuant to the Mersana Therapeutics, Inc. 2017 Employee Stock Purchase Plan.
This Registration Statement relates to securities of the same class as those that were previously registered by the Registrant on Form S-8 (File No. 333-219388), filed with the Securities and Exchange Commission on July 21, 2017 (the “2017 Registration Statement”). Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the 2017 Registration Statement are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 8th day of March, 2019.
| MERSANA THERAPEUTICS, INC. |
| | |
| | |
| By: | /s/ Anna Protopapas |
| | Name: Anna Protopapas |
| | Title: President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Anna Protopapas, David Spellman and Eva M. Jack, and each of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Mersana Therapeutics, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
* * * *
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | | Title | | Date |
| | | | |
/s/ Anna Protopapas | | President, Chief Executive Officer and Director | | March 8, 2019 |
Anna Protopapas | | (Principal Executive Officer) | | |
| | | | |
/s/ David A. Spellman | | Chief Financial Officer | | March 8, 2019 |
David A. Spellman | | (Principal Financial Officer) | | |
| | | | |
/s/ Wayne Foster | | Vice President of Finance | | March 8, 2019 |
Wayne Foster | | (Principal Accounting Officer) | | |
| | | | |
/s/ David Mott | | Chairman of the Board | | March 8, 2019 |
David Mott | | | | |
| | | | |
/s/ Lawrence Alleva | | Director | | March 8, 2019 |
Lawrence Alleva | | | | |
| | | | |
/s/ Willard H. Dere, M.D. | | Director | | March 8, 2019 |
Willard H. Dere, M.D. | | | | |
| | | | |
/s/ Andrew A. F. Hack, M.D., Ph.D. | | Director | | March 8, 2019 |
Andrew A.F. Hack, M.D., Ph.D. | | | | |
| | | | |
/s/ Kristen Hege, M.D. | | Director | | March 8, 2019 |
Kristen Hege, M.D. | | | | |
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