UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-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 Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM6-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 Form6-K.
Exhibits 2 and 3 to this Report on Form6-K are hereby incorporated by reference into the Company’s Registration Statements on FormF-3 (FileNos. 333-233367 and333-233383) and Registration Statements on FormS-8 (File Nos.333-211497 and333-230708).
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 |