SEC Form SC 13G filed by Mersana Therapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Mersana Therapeutics, Inc.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
59045L106
(CUSIP Number)
May 14, 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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 59045L106 | |||
| 1. | Names of Reporting Persons Nextech Crossover I SCSp | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Luxembourg | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 6,248,843 shares | |
| 6. | Shared Voting Power 0 | ||
| 7. | Sole Dispositive Power 6,248,843 shares | ||
| 8. | Shared Dispositive Power 0 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,248,843 shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 5.1% (2) | ||
| 12. | Type of Reporting Person (See Instructions) PN | ||
| (1) | This Schedule 13G is filed by Nextech Crossover I SCSP (“Nextech Crossover LP”), Nextech Crossover I GP S.à r.l. (“Nextech Crossover GP”), Ian Charoub, (“Charoub”), Costas Constantinides (“Constantinides”) and Rocco Sgobbo (“Sgobbo” and, with Nextech Crossover LP, Nextech Crossover GP, Charoub and Constantinides, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 122,361,236 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2024. |
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| CUSIP No. 59045L106 | |||
| 1. | Names of Reporting Persons Nextech Crossover I GP S.à r.l. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Luxembourg | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 6,248,843 shares | |
| 6. | Shared Voting Power 0 | ||
| 7. | Sole Dispositive Power 6,248,843 shares | ||
| 8. | Shared Dispositive Power 0 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,248,843 shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 5.1% (2) | ||
| 12. | Type of Reporting Person (See Instructions) OO | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 122,361,236 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024. |
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| CUSIP No. 59045L106 | |||
| 1. | Names of Reporting Persons Ian Charoub | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Sweden | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 6,248,843 shares | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 6,248,843 shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,248,843 shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 5.1% (2) | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 122,361,236 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024. |
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| CUSIP No. 59045L106 | |||
| 1. | Names of Reporting Persons Costas Constantinides | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Cyprus | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 6,248,843 shares | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 6,248,843 shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,248,843 shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 5.1% (2) | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 122,361,236 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024. |
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| CUSIP No. 59045L106 | |||
| 1. | Names of Reporting Persons Rocco Sgobbo | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Switzerland | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 0 | |
| 6. | Shared Voting Power 6,248,843 shares | ||
| 7. | Sole Dispositive Power 0 | ||
| 8. | Shared Dispositive Power 6,248,843 shares | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,248,843 shares | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 5.1% (2) | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | The percent of class was calculated based on 122,361,236 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024. |
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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
Nextech Crossover I SCSp (“Nextech Crossover LP”) Nextech Crossover I GP S.à r.l. (“Nextech Crossover GP”) Ian Charoub (“Charoub”) Costas Constantinides (“Constantinides”) Rocco Sgobbo (“Sgobbo”) | |
| (b) | Address of Principal Business Office or, if none, Residence
8 rue Lou Hemmer L-1748 Luxembourg-Findel Grand-Duché de Luxembourg | |
| (c) | Citizenship | |||
| Name | Citizenship or Place of Organization | |||
| Nextech Crossover LP | Luxembourg | |||
| Nextech Crossover GP | Luxembourg | |||
| Charoub | Sweden | |||
| Constantinides | Cyprus | |||
| Sgobbo | Switzerland |
| (d) | Title of Class of Securities
Common Stock, $0.0001 par value (“Common Stock”) | |
| (e) | CUSIP Number
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: |
| Not applicable |
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| Item 4. | Ownership |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of May 17, 2024: | |
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (2) | ||||||||
| Nextech Crossover LP (1) | 6,248,843 | 6,248,843 | 6,248,843 | 6,248,843 | 5.1 | % | |||||||||
| Nextech Crossover GP (1) | 6,248,843 | 6,248,843 | 6,248,843 | 5.1 | % | ||||||||||
| Charoub (1) | 6,248,843 | 6,248,843 | 6,248,843 | 5.1 | % | ||||||||||
| Constantinides (1) | 6,248,843 | 6,248,843 | 6,248,843 | 5.1 | % | ||||||||||
| Sgobbo (1) | 6,248,843 | 6,248,843 | 6,248,843 | 5.1 | % |
| (1) | The shares are held by Nextech Crossover LP. Nextech Crossover GP serves as the sole general partner of Nextech Crossover LP and has sole voting and investment control over the shares owned by Nextech Crossover LP and may be deemed to own beneficially the shares held by Nextech Crossover LP. Nextech Crossover GP owns no securities of the Issuer directly. Charoub, Constantinides and Sgobbo are members of the board of managers of Nextech Crossover GP and share voting and dispositive power over the shares held by Nextech Crossover LP, and may be deemed to own beneficially the shares held by Nextech Crossover LP. Charoub, Constantinides and Sgobbo own no securities of the Issuer directly. | |
| (2) | The percent of class was calculated based on 122,361,236 shares of Common Stock outstanding as of May 3, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2024. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable | |
| 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 | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable | |
| Item 10. | Certification |
| 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 such purpose or effect. | |
8
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.
| Dated: May 17, 2024 | |||
| Nextech Crossover I SCSp | |||
| By: | Nextech Crossover I GP S.à r.l. | ||
| its | General Partner | ||
| By: | /s/ Ian Charoub | ||
| Name: Ian Charoub | |||
| Title: Manager | |||
| By: | /s/ Costas Constantinides | ||
| Name: Costas Constantinides | |||
| Title: Manager | |||
| Nextech Crossover I GP S.à r.l. | |||
| By: | /s/ Ian Charoub | ||
| Name: Ian Charoub | |||
| Title: Manager | |||
| By: | /s/ Costas Constantinides | ||
| Name: Costas Constantinides | |||
| Title: Manager | |||
| /s/ Ian Charoub | |||
| Ian Charoub | |||
| /s/ Costas Constantinides | |||
| Costas Constantinides | |||
| /s/ Rocco Sgobbo | |||
| Rocco Sgobbo | |||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
9
Exhibit(s):
| A | Joint Filing Agreement |
10
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Mersana Therapeutics, Inc. is filed on behalf of each of us.
| Dated: May 17, 2024 | |||
| Nextech Crossover I SCSp | |||
| By: | Nextech Crossover I GP S.à r.l. | ||
| its | General Partner | ||
| By: | /s/ Ian Charoub | ||
| Name: Ian Charoub | |||
| Title: Manager | |||
| By: | /s/ Costas Constantinides | ||
| Name: Costas Constantinides | |||
| Title: Manager | |||
| Nextech Crossover I GP S.à r.l. | |||
| By: | /s/ Ian Charoub | ||
| Name: Ian Charoub | |||
| Title: Manager | |||
| By: | /s/ Costas Constantinides | ||
| Name: Costas Constantinides | |||
| Title: Manager | |||
| /s/ Ian Charoub | |||
| Ian Charoub | |||
| /s/ Costas Constantinides | |||
| Costas Constantinides | |||
| /s/ Rocco Sgobbo | |||
| Rocco Sgobbo | |||