SECURITIES AND EXCHANGE COMMISSION
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): August 28, 2020
MERSANA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
|(Commission File Number)||(IRS Employer|
|840 Memorial Drive|
Cambridge, MA 02139
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code): (617) 498-0020
(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 registered|
|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 1.01||Entry into a Material Definitive Agreement.|
On August 28, 2020, Mersana Therapeutics, Inc. (the “Company”) entered into a second amendment (the “Amendment”) to its existing loan and security agreement (as amended prior to the Amendment, the “Existing Credit Facility”) with Silicon Valley Bank (“SVB”). Pursuant to the Amendment, the Company may borrow, at its option, (i) up to $25.0 million, in up to five principal advances through April 30, 2022, and (ii) an additional $5.0 million, in one principal advance, if the Company reaches certain development milestone events, as described in in the Amendment, through April 30, 2022. The Company drew $5.2 million upon execution of the Amendment, the proceeds of which were used to repay the Company’s existing balance and satisfy its obligations to SVB under the Existing Credit Facility. Pursuant to the Amendment, among other things, the end of the interest-only payment period, as described in the Amendment, is extended from August 31, 2020, to May 31, 2022, and the Company is no longer required to maintain a minimum liquidity ratio.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|Item 2.03||Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.|
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
|10.1||Second Amendment to Loan and Security Agreement, dated August 28, 2020, by and between Mersana Therapeutics, Inc, and Silicon Valley Bank|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL|
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.|
|By:||/s/ Brian DeSchuytner|
Senior Vice President, Finance & Product Strategy
Date: September 3, 2020