10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File

Number 001-37773

MERUS N.V.

(Exact name of Registrant as specified in its Charter)


The Netherlands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Uppsalalaan 17 3584 CT Utrecht The Netherlands		Not Applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

+31 30 253 8800

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 shares , nominal value €0.09 per share	MRUS	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES

☒

NO ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐

☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES

☒ NO ☐

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.

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.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). YES ☐ NO ☒

The aggregate market value of the voting and

non-voting

common equity held by

non-affiliates

of the registrant, based on the closing price of the shares of common shares on The Nasdaq Stock Market on June 30, 2024, was approximately $3,996.5 million.

The number of shares of registrant’s Common Shares outstanding as of February 21, 2025 was 69,090,469.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement that the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2025 Annual General Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form

10-K

to the extent stated herein.

Auditor Firm ID 1012 Auditor Name: KPMG Accountants N.V. Auditor Location: Amstelveen, The Netherlands

EXPLANATORY NOTE

Merus N.V. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form

10-K/A

(this “Amendment”) to amend our Annual Report on Form

10-K

for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2025 (the “Original Form

10-K”),

solely to include the Company’s Insider Trading Compliance Policy as Exhibit 19.1, which was inadvertently omitted from the Original Form

10-K.

In accordance with Rule

12b-15

of the Securities Exchange Act of 1934, as amended, this Amendment includes updated certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment. Because no financial statements have been included in this Amendment and this Form

10-K/A

does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation

S-K,

paragraphs 3, 4 and 5 of the certifications have been omitted.

Except as otherwise expressly noted herein, this Amendment does not modify or update in any way the Original Form

10-K,

nor does it reflect events occurring after the filing of the Original Form

10-K.

Accordingly, this Amendment should be read in conjunction with the Original Form

10-K.

PART IV

Item 15. Exhibits, and Financial Statement Schedules.

(a)

1. Financial Statements.

No financial statements are filed with this Amendment. These items were included as part of the Original Form

10-K.

2. Financial Statements and Schedules.

All financial statement schedules have been omitted because the required information is either presented in the consolidated financial statements or the notes thereto or is not applicable or required.

3. Exhibits.

The following is a list of exhibits filed as part of this Annual Report on Form

10-K.


				Incorporated by Reference to Filings Indicated
Exhibit Number	Exhibit Description	Form		File No.		Exhibit No.		Filing Date		Filed / Furnished
	Articles of Association and By-Laws

3.1	Articles of Association of Merus N.V., as amended on July 29, 2024		10-Q		001-37773		3.1		8/1/24

	Instruments Defining the Rights of Security Holders

4.1	Description of Securities		10-K		001-37773		4.1		2/27/2025

	Material Contracts - Management Contracts and Compensation Plans

10.1.1	Merus N.V. 2016 Incentive Award Plan Amended and Restated May 7, 2024		10-K		001-37773		10.1.1		2/27/2025

10.1.2	Merus N.V. Non-Executive Director Compensation Program		10-Q		001-37773		10.1		8/6/20

10.1.3	Form of Board of Directors Indemnification Agreement		F-1/A		333-207490		10.4		5/9/16

10.1.4	Employment Agreement, dated January 1, 2023, by and between Merus US, Inc. and Peter Silverman		8-K		001-37773		10.1		1/6/23

10.1.5	Employment Agreement, dated January 1, 2019, by and among Merus US, Inc., the Registrant and Sven A. Lundberg		10-K		001-37773		10.1.13		3/16/20

10.1.6	Employment Agreement, dated as of June 14, 2023, by and between Merus US, Inc. and Gregory Perry		8-K		001-37773		10.1		6/15/23

10.1.7	Employment Agreement by and between Merus US, Inc. and Fabian Zohren.		8-K		001-37773		10.1		7/1/2024

10.1.8	Employment Agreement, dated July 2, 2020, by and among Merus US, Inc., the Registrant and Andrew Joe		10-Q		001-37773		10.4		8/6/20

10.1.9	Consulting Agreement, dated April 15, 2024 between Victor Sandor and Merus US, Inc.		10-Q		001-37773		10.2		5/8/24

	Material Contracts - Banking and Financing

10.2.1	English language translation of Loan Agreement between the Registrant and Coöperatieve Rabobank Utrechtse Heuvelrug U.A., dated December 29, 2005		F-1		333-207490		10.8		10/19/15

Incorporated by Reference to Filings
Indicated

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit
No.

Filing Date

Filed /
Furnished

10.2.2

English language translation of letter amendment, dated October 21, 2015, to Loan Agreement between the Registrant and Coöperatieve Rabobank Utrechtse Heuvelrug U.A.

F-1/A

333-207490

10.9

1/21/16

10.2.3

English language translation of letter amendment, dated March 15, 2016, to Loan Agreement between the Registrant and Coöperatieve Rabobank Utrechtse Heuvelrug U.A.

F-1/A

333-207490

10.9.1

5/9/16

10.2.4

English language translation of letter amendment, dated March 15, 2016, to Loan Agreement between the Registrant and Coöperatieve Rabobank Utrechtse Heuvelrug U.A.

F-1/A

333-207490

10.9.2

5/9/16

Material Contracts - Leases

10.3.1

English translation of Lease for Office Space and Other Commercial Space, dated July 2019, by and between Kadans Science Partner XIII B.V. and Merus N.V.

10-Q

001-37773

10.1

5/9/22

10.3.2

English translation of Addendum a, dated April 11, 2022, to Lease for Office Space and Other Commercial Space, dated July 19, 2019, by and between Kadans Science Partner XIII B.V. and Merus N.V.

10-Q

001-37773

10.2

5/9/22

Material Contracts - Collaboration and License Agreements

10.4.1†

Collaboration and License Agreement, dated December 20, 2016, by and between the Registrant and Incyte Corporation

20-F

001-37773

4.12

4/28/17

10.4.2†††

Contract Research and License Agreement and Addendum between the Registrant and Ono Pharmaceutical Co., Ltd., dated April 8, 2014

10-Q

001-37773

10.3.5

11/2/21

10.4.3†

Contract Research and License Agreement by and between the Registrant and Ono Pharmaceutical Co., Ltd., dated March 14, 2018

20-F

001-37773

4.19

4/30/18

10.4.4††

Collaboration and License Agreement, dated January 18, 2021, by and between the Registrant and Eli Lilly and Company

10-K

001-37773

10.4.5

3/16/21

10.4.5†

Collaboration, Option and License Agreement, dated as of March 5, 2024, by and between Merus N.V. and Gilead Sciences, Inc.

10-Q

0001-37773

10.1

5/8/24

10.4.6†

License Agreement by and between Merus N.V. and Partner Therapeutics, Inc. dated November 27, 2024

10-K

001-37773

10.4.6

2/27/2025

Other Exhibits

19.1

Insider Trading Compliance Policy

21.1

List of Subsidiaries

F-1/A

333-207490

21.1

4/8/16

23.1

Consent of Independent Registered Public Accounting firm

10-K

001-37773

23.1

2/27/2025

31.1

Certification of Principal Executive Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10-K

001-37773

31.1

2/27/2025

31.2

Certification of Principal Financial Officer pursuant to rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10-K

001-37773

31.2

2/27/2025

31.3

Incorporated by Reference to Filings
Indicated

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit
No.

Filing Date

Filed /
Furnished

31.4

32.1

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

10-K

001-37773

32.1

2/27/2025

97.1

Compensation Recovery Policy

10-K

001-37773

97.1

2/28/24

101.INS

Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished herewith.

†	Confidential treatment granted as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.

††	Portions of the exhibit have been omitted. Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

†††	Portions of the exhibit have been omitted. Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized


	MERUS N.V.

Date: April 7, 2025	By:	/s/ Sven A. Lundberg
		Sven (Bill) Ante Lundberg
		President, Chief Executive Officer and
		Principal Executive Officer

Amendment: SEC Form 10-K/A filed by Merus N.V.