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

Rhea-AI Filing Summary

Mersana Therapeutics, Inc. (NASDAQ: MRSN) filed an 8-K to disclose the termination of its October 29, 2021 loan and security agreement with Oxford Finance LLC and other lenders. On July 1, 2025, the company paid approximately $17.9 million, which fully satisfied and discharged all outstanding indebtedness and related obligations under the agreement. As a result, the loan agreement and its related collateral security documents are no longer in effect.

The disclosure was made under Item 1.02 (“Termination of a Material Definitive Agreement”). No other material events, financial results, or operational updates were included in this filing.

Positive

• Elimination of approximately $17.9 million in outstanding debt under the 2021 Oxford Finance loan agreement.
• Termination of all related covenants and collateral obligations, giving the company increased operational flexibility.

Negative

• None.

Insights

Financial Analyst

TL;DR – Mersana extinguishes $17.9 M debt, ending 2021 Oxford Finance loan.

The filing signals a clean payoff of all obligations under the 2021 Oxford Finance facility. Eliminating this debt simplifies the balance sheet and removes any financial covenants or liens connected to the loan agreement. While the company expended $17.9 million in cash, it no longer carries the corresponding liability. The disclosure is straightforward, limited to the repayment event, and does not provide details on the post-payment liquidity position or the source of funds. Overall, the move is moderately positive because it resolves a material obligation without creating new ones.

Corporate Debt Specialist

TL;DR – Full early payoff ends lender claims and collateral ties.

From a creditor perspective, complete discharge on July 1 removes Oxford’s collateral rights and terminates the lending relationship. Such pay-offs often follow equity raises or partnering cash infusions, though the filing does not specify funding sources. Absence of penalties or continuing covenants suggests a clean exit. Investors should note that the company no longer benefits from the credit line’s liquidity but gains flexibility free from lender restrictions. With no new facility announced, the net impact leans positive yet modest until further capital strategy is disclosed.

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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): July 1, 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 1.02 Termination of a Material Definitive Agreement.

On July 1, 2025, Mersana Therapeutics, Inc. (the “Company”) entered into a letter agreement with Oxford Finance LLC (“Oxford”) and the Lenders (as defined below) providing for the repayment by the Company of all amounts owed under the loan and security agreement, dated October 29, 2021 (as subsequently amended, restated and/or otherwise modified, the “Loan Agreement”), by and among the Company, Oxford, as collateral agent (the “Collateral Agent”), and the lenders from time to time party thereto (the “Lenders”).  On July 1, 2025, upon payment by the Company of approximately $17.9 million, all of the Company’s indebtedness and obligations to the Collateral Agent and Lenders under the Loan Agreement and any other related loan and collateral security documents was deemed paid and discharged in full.

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: July 3, 2025	By:	/s/ Brian DeSchuytner
		Brian DeSchuytner
		Senior Vice President, Chief Operating Officer and Chief Financial Officer

FAQ

What did Mersana Therapeutics (MRSN) announce in its July 1, 2025 8-K?

The company repaid about $17.9 million to fully discharge its 2021 loan agreement with Oxford Finance and other lenders.

Which loan agreement was terminated by MRSN?

The October 29, 2021 loan and security agreement with Oxford Finance LLC and participating lenders.

Under which 8-K item is the repayment disclosed?

It is reported under Item 1.02 – Termination of a Material Definitive Agreement.

How much did Mersana pay to settle the loan?

Approximately $17.9 million was paid on July 1, 2025.

Does the filing mention any new financing replacing the repaid loan?

No. The 8-K only covers the repayment and termination; it does not reference any new credit facilities.