CAMBRIDGE, Mass., July 24, 2025 (GLOBE NEWSWIRE) -- Mersana Therapeutics, Inc. (NASDAQ:MRSN), a clinical-stage biopharmaceutical company focused on the development of antibody-drug conjugates (ADCs) targeting cancers in areas of high unmet medical need, today announced that it will implement a 1-for-25 reverse stock split of the issued shares of the company's common stock (the Reverse Stock Split), effective at 5:00 p.m. Eastern Time on July 25, 2025.

The Reverse Stock Split was approved by the company's stockholders at the company's Annual Meeting of Stockholders held on June 12, 2025, with the final ratio subsequently determined by the company's Board of Directors. One of the primary goals of the Reverse Stock Split is to increase the per-share market price of the company's common stock to enable the company to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market.

The company's common stock is expected to begin trading on a split-adjusted basis when the markets open on July 28, 2025 under the company's existing ticker "MRSN" with the new CUSIP number 59045L 205.

At the effective time of the Reverse Stock Split, every 25 shares of the company's issued and outstanding common stock will be automatically reclassified and combined into one share of common stock. This will reduce the number of outstanding shares of Mersana's common stock from approximately 124.8 million shares to approximately 5.0 million shares. The Reverse Stock Split will not change the number of authorized shares of the company's common stock or the par value of the common stock. In addition, proportionate adjustments will be made to the number of shares of common stock available for issuance under the company's equity incentive plans and the number of shares underlying, and the exercise prices of outstanding equity awards under such plans, in accordance with their respective terms and as described in the company's proxy statement for its 2025 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission (SEC) on April 29, 2025 (the Proxy Statement).

No fractional shares will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they hold before the Reverse Stock Split is not evenly divisible by the split ratio. Instead, each such stockholder will be entitled to receive a cash payment in lieu of a fractional share.

Computershare Trust Company, N.A. is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split and will receive payment for any fractional shares in accordance with their respective bank's, broker's or nominee's particular processes.

Additional information regarding the Reverse Stock Split can be found in the Proxy Statement.

About Mersana Therapeutics

Mersana Therapeutics is a clinical-stage biopharmaceutical company focused on the development of novel antibody-drug conjugates (ADCs) and driven by the knowledge that patients are waiting for new treatment options. The company has developed proprietary cytotoxic (Dolasynthen) and immunostimulatory (Immunosynthen) ADC platforms that have generated a pipeline of wholly-owned and partnered product candidates with the potential to treat a range of cancers. Its pipeline includes Emi-Le (emiltatug ledadotin; XMT-1660), a Dolasynthen ADC targeting B7-H4, and XMT-2056, an Immunosynthen ADC targeting a novel epitope of human epidermal growth factor receptor 2 (HER2). Mersana routinely posts information that may be useful to investors on the "Investors & Media" section of its website at www.mersana.com.

Forward-Looking Statements

This press release contains "forward-looking" statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "aims," "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "intends," "may," "plans," "possible," "potential," "seeks," "will" and variations of these words or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include, but are not limited to, statements regarding the Reverse Stock Split and the timing thereof; the impact of the Reverse Stock Split on stockholders; the potential impact of the Reverse Stock Split on the company's share price; and the potential for the company to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market. Mersana may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements as a result of various factors, including, among other things, risks related to the trading prices and volatility of Mersana's common stock, and other important factors, any of which could cause Mersana's actual results to differ from those contained in the forward-looking statements, that are described in greater detail in the section entitled "Risk Factors" in Mersana's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, as well as in other filings Mersana may make with the SEC in the future. Any forward-looking statements contained in this press release speak only as of the date hereof, and Mersana expressly disclaims any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

Contact:

Jason Fredette

617-498-0020

jason.fredette@mersana.com

Mersana Therapeutics Announces 1-for-25 Reverse Stock Split