Amendment: SEC Form SCHEDULE 13G/A filed by Mersana Therapeutics Inc.
$MRSN
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Mersana Therapeutics, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
59045L106 (CUSIP Number) |
12/19/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 59045L106 |
| 1 | Names of Reporting Persons
EcoR1 Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,578,447.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Percentage calculated based on (a) 11,328,000 shares of Common Stock beneficially owned by the reporting person, plus 8,036,688 shares of Common Stock underlying pre-funded warrants beneficially owned by the reporting person, which warrants are subject to a 9.99% beneficial ownership limitation, and (b) 115,649,928 shares of Common Stock outstanding on December 20, 2024, as reported in the Form 8-K filed by the Issuer on December 20, 2024.
SCHEDULE 13G
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| CUSIP No. | 59045L106 |
| 1 | Names of Reporting Persons
Oleg Nodelman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,578,447.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Percentage calculated based on (a) 11,328,000 shares of Common Stock beneficially owned by the reporting person, plus 8,036,688 shares of Common Stock underlying pre-funded warrants beneficially owned by the reporting person, which warrants are subject to a 9.99% beneficial ownership limitation, and (b) 115,649,928 shares of Common Stock outstanding on December 20, 2024, as reported in the Form 8-K filed by the Issuer on December 20, 2024.
SCHEDULE 13G
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| CUSIP No. | 59045L106 |
| 1 | Names of Reporting Persons
EcoR1 Capital Fund Qualified, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,918,474.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage calculated based on (a) 10,682,303 shares of Common Stock beneficially owned by the reporting person, plus 7,578,596 shares of Common Stock underlying pre-funded warrants beneficially owned by the reporting person, which warrants are subject to a 9.99% beneficial ownership limitation, and (b) 115,649,928 shares of Common Stock outstanding on December 20, 2024, as reported in the Form 8-K filed by the Issuer on December 20, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Mersana Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
840 Memorial Drive, Cambridge, MA 02139 | |
| Item 2. | ||
| (a) | Name of person filing:
EcoR1 Capital, LLC, a Delaware limited liability company ("EcoR1")
EcoR1 Capital Fund Qualified, L.P., a Delaware limited partnership ("Qualified Fund")
Oleg Nodelman
Qualified Fund is filing this statement jointly with the other reporting persons, but not as a member of a group, and it expressly disclaims membership in a group. In addition, the filing of this Schedule 13G on behalf of Qualified Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13G. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein. | |
| (b) | Address or principal business office or, if none, residence:
357 Tehama Street #3
San Francisco, CA 94103 | |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
59045L106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
EcoR1: 11,578,447
Qualified Fund: 10,918,474
Oleg Nodelman: 11,578,447 | |
| (b) | Percent of class:
EcoR1: 9.99%
Qualified Fund: 9.4%
Oleg Nodelman: 9.99% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
EcoR1: 0
Qualified Fund: 0
Oleg Nodelman: 0 | ||
| (ii) Shared power to vote or to direct the vote:
EcoR1: 11,578,447
Qualified Fund: 10,918,474
Oleg Nodelman: 11,578,447 | ||
| (iii) Sole power to dispose or to direct the disposition of:
EcoR1: 0
Qualified Fund: 0
Oleg Nodelman: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
EcoR1: 11,578,447
Qualified Fund: 10,918,474
Oleg Nodelman: 11,578,447 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
EcoR1 is the general partner and investment adviser of investment funds, including Qualified Fund. Mr. Nodelman is the control person of EcoR1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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