Current Report Filing (8-k)
December 27 2022 - 07:03AM
Edgar (US Regulatory)
0001442836
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0001442836
2022-12-27
2022-12-27
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2022
MERSANA THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-38129 |
|
04-3562403 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
840
Memorial Drive Cambridge,
Massachusetts |
|
02139 |
(Address of Principal Executive Offices)
|
|
(Zip
Code) |
Registrant's telephone number, including
area code: (617) 498-0020
Not Applicable
(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 (see General Instruction A.2. below):
¨ 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 Stock Market LLC |
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 ¨
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 27, 2022
(the “Amendment Date”), Mersana Therapeutics, Inc. (the “Company”)
entered into a Third Amendment to Loan and Security Agreement (the “Third Amendment”), by and among the Company, Oxford Finance
LLC, in its capacity as collateral agent (in such capacity, the “Agent”) and a lender, Silicon Valley Bank as a lender, and
the other parties thereto as lenders (collectively, the “Lenders”). The Third Amendment further amended that certain Loan
and Security Agreement dated as of October 29, 2021 by and among the Company, the Lenders and the Agent (as amended by the First Amendment
to Loan and Security Agreement dated as of February 17, 2022 and the Second Amendment to Loan and Security Agreement dated as of October
17, 2022, the “Loan Agreement”).
The
Third Amendment lowered the total aggregate principal amount of the tranche A term loan from $60.0 million to $40.0 million leaving $15.0
million of availability as of the Amendment Date, extended the period in which the Company could draw on the tranche A term loan from
December 31, 2022 to June 30, 2023, increased the aggregate principal amount of the contingent tranche B term loan from $20.0 million
to $40.0 million, and extended the period in which the Company may draw the contingent tranche B term loan from June 30, 2023 to September
30, 2023, subject to satisfaction of certain milestones. The Third Amendment also extended from five business days to 10 business days
the notification period required for the Company to request a disbursement. On the Amendment Date, the Company paid an amendment fee in
the amount of $150,000 to the Lenders. The Third Amendment did not otherwise modify the Company’s payment obligations under the
Loan Agreement.
The foregoing description
of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, which will
be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2022.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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: December 27, 2022 |
By: |
/s/ Brian DeSchuytner |
|
|
Brian DeSchuytner |
|
|
Senior Vice President, Chief Financial Officer |
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