As filed with the Securities and Exchange Commission on May 28, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 |
| (I.R.S. Employer |
840 Memorial Drive
Cambridge, MA 02139
(617) 498-0020
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anna Protopapas
President and Chief Executive Officer
Mersana Therapeutics, Inc.
840 Memorial Drive
Cambridge, MA 02139
(617) 498-0020
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Marc Rubenstein, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-238140
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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 to Section 7(a)(2)(B) of the Securities Act. x
CALCULATION OF REGISTRATION FEE
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Title of each class of |
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Common Stock, $0.0001 par value |
| $ | 24,800,000 | (1) | $ | 3,220 |
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(1) Based on the public offering price. The registrant previously registered securities at an aggregate offering price not to exceed $250,000,000 on a Registration Statement on Form S-3 (File No. 333-238140), which was declared effective on May 15, 2020. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $24,800,000 is hereby registered.
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed by Mersana Therapeutics, Inc., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and General Instruction IV.A. to Form S-3. The contents of the Registration Statement on Form S-3 (File No. 333-238140) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on May 15, 2020, are incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statements Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-3 (File No. 333-238140) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
Exhibit Number |
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5.1 |
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23.1 |
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23.2 |
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24.1* |
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* Previously filed on the signature page to the Registrant’s Registration Statement on Form S-3, as amended (File No. 333-238140), originally filed with the Securities and Exchange Commission on May 8, 2020 and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 May 8, 2020
| MERSANA THERAPEUTICS, INC. | |
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| By: | /s/ Brian DeSchuytner |
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| Brian DeSchuytner |
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| Senior Vice President, Finance & Product Strategy |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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| President and Chief Executive Officer and Director |
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Anna Protopapas |
| (Principal Executive Officer) |
| May 28, 2020 |
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/s/ Brian DeSchuytner |
| Senior Vice President, Finance & Product Strategy |
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Brian DeSchuytner |
| (Principal Financial Officer) |
| May 28, 2020 |
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| Vice President, Controller (Principal Accounting Officer) |
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Ashish Mandelia |
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| May 28, 2020 | |
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David Mott |
| Director |
| May 28, 2020 |
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* |
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Lawrence Alleva |
| Director |
| May 28, 2020 |
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Willard H. Dere, M.D. |
| Director |
| May 28, 2020 |
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Andrew A. F. Hack, M.D., Ph.D. |
| Director |
| May 28, 2020 |
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Kristen Hege, M.D. |
| Director |
| May 28, 2020 |
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Martin Huber, M.D. |
| Director |
| May 28, 2020 |
*By: | /s/ Brian DeSchuytner |
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| Brian DeSchuytner |
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| Attorney-in-Fact |
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