Amendment: SEC Form 10-K/A filed by Merus N.V.
$MRUS
Biotechnology: Pharmaceutical Preparations
Health Care
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
OR
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
(Exact name of Registrant as specified in its Charter)
The |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
The |
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 | ||
, nominal value €0.09 per share |
(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.
☒
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. ☒ 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). ☒ 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. | ☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
| 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.
☐
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 3,996.5 million.
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 $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 | ||||||||||||||
| 31.4 | 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 | * | ||||||||||||||||||
| 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 | ||||||