[8-K] Mersana Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Mersana Therapeutics announced a press release reporting business updates and financial results for the quarter ended June 30, 2025. The filing states the press release is furnished under Item 2.02 and that this furnished information, including Exhibit 99.1, is not to be deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other SEC filings except where specifically stated.

The Form 8-K lists Exhibit 99.1 (the press release) and Exhibit 104 (cover page interactive data) and is signed by the company’s Chief Financial Officer and Chief Operating Officer.

Insights

Financial Analyst

TL;DR: Routine earnings disclosure issued; no financial details included in this filing, so immediate market impact is uncertain.

The 8-K notifies investors that Mersana furnished a press release with business updates and quarter-end financial results for the period ending June 30, 2025, but the filing itself does not include numerical results or metrics. Because the document expressly states the press release is "furnished" and not "filed" and the 8-K does not present income statement or balance sheet figures, analysts cannot assess revenue, profitability, or cash flow from this filing alone. Investors must review Exhibit 99.1 to evaluate material financial outcomes.

Corporate Governance Expert

TL;DR: Compliance disclosure completed correctly; exhibits are attached but substantive detail is limited to the press release itself.

The company followed disclosure procedures by furnishing the press release under Item 2.02 and identifying Exhibits 99.1 and 104. The filing reiterates the company’s position that furnished materials are not deemed filed for Section 18 liability or incorporated by reference, which is a standard legal safeguard. This 8-K documents the communication event but does not provide governance changes, material transactions, or explicit financial figures within the filing text.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2025

MERSANA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38129		04-3562403
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

840 Memorial Drive Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 498-0020

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Stock, $0.0001 par value	MRSN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.02 Results of Operations and Financial Condition. 

On August 13, 2025, Mersana Therapeutics, Inc. (the “Company”) issued a press release announcing business updates and financial results for the fiscal quarter ended June 30, 2025.

The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language contained in such filing, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by the Company on August 13, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MERSANA THERAPEUTICS, INC.
Date: August 13, 2025	By:	/s/ Brian DeSchuytner
		Brian DeSchuytner
		Senior Vice President, Chief Operating Officer and Chief Financial Officer

FAQ

What did Mersana (MRSN) disclose in this 8-K?

Mersana disclosed that it issued a press release announcing business updates and financial results for the quarter ended June 30, 2025; the press release is furnished as Exhibit 99.1.

Does this 8-K include the company’s financial statements or results?

No. The 8-K states a press release announcing results was furnished, but the filing text does not contain numerical financial statements or performance metrics.

Is the press release in this filing considered "filed" with the SEC?

The company states the furnished information, including Exhibit 99.1, is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings except as expressly stated.

Which exhibits are referenced in the 8-K for MRSN?

The filing lists Exhibit 99.1 (press release issued on the same date) and Exhibit 104 (cover page interactive data file).

Who signed the 8-K for Mersana Therapeutics?

The form was signed on behalf of the registrant by Brian DeSchuytner, Senior Vice President, Chief Operating Officer and Chief Financial Officer.