Mersana Therapeutics Announces Exchange Agreement with EcoR1 Capital, LLC Affiliates

Mersana Therapeutics, Inc. (NASDAQ:MRSN) revealed on December 19, 2024, that the company has entered into an exchange agreement with entities associated with EcoR1 Capital, LLC. The exchange agreement involves the swapping of 8,036,688 shares of common stock owned by the Exchanging Stockholders for pre-funded warrants to purchase the same number of shares of Common Stock.

The Pre-Funded Warrants, subject to adjustments in case of certain events like stock splits, will have an exercise price of $0.0001 per share and will be exercisable post-issuance. It’s important to note that the Pre-Funded Warrant Shares will be issued without registration under the Securities Act of 1933, as per the exemption outlined in Section 3(a)(9) of the Securities Act.

The closing of this transaction, expected on December 20, 2024, is subject to customary closing conditions. Post-transaction finalization and share retirement, the total issued and outstanding Common Stock of Mersana Therapeutics, Inc. will amount to 115,649,928 shares.

As highlighted in the agreement, holders of Pre-Funded Warrants are restricted from exercising them if it results in their ownership exceeding 9.99% of the outstanding Common Stock or the combined voting power crossing 9.99% of all Company securities. However, holders can adjust this percentage to a maximum of 19.99%, with an increase in percentage becoming effective after 61 days following notice to the Company.

This detailed agreement, along with the specific terms and conditions, are elucidated in the Exchange Agreement and the Pre-Funded Warrants as filed in Exhibits 4.1 and 10.1 attached to the Current Report on Form 8-K. It’s important to note that the representations, warranties, and covenants in the agreement were made for the benefit of the involved parties and should not be solely relied upon for representing the current state of affairs accurately.

The unregistered sale of equity securities mentioned in Item 1.01 has been appropriately listed and incorporated into the SEC filing. Additional details and documents related to this development are available for reference in the filed exhibits.

The company, Mersana Therapeutics, Inc., with its operations in Cambridge, Massachusetts, continues to explore opportunities and strategic alliances for further growth and advancement in the healthcare sector.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Mersana Therapeutics’s 8K filing here.

Mersana Therapeutics Company Profile

Mersana Therapeutics, Inc, a clinical stage biopharmaceutical company, develops antibody drug conjugates (ADC) for cancer patients with unmet needs. The company develops XMT-1660, a B7-H4-targeted Dolasynthen ADC candidate; and XMT-2056, an immunosynthen ADC. It has research and development collaborations with Janssen Biotech, Inc, Ares Trading SA, Merck KGaA, and Asana BioSciences, LLC for the development of ADC product candidates.