Merger cash and CVR terms for Mersana Therapeutics (NASDAQ: MRSN)
Rhea-AI Filing Summary
Mersana Therapeutics, Inc. was acquired by Day One Biopharmaceuticals, with shares of common stock tendered for $25.00 per share in cash plus one non-tradeable contingent value right (CVR) per share. Each CVR provides the right to receive up to an additional $30.25 in cash per CVR if specified milestones are met. The merger closed with the buyer’s subsidiary merging into Mersana on January 6, 2026, making Mersana a wholly owned subsidiary.
In connection with the merger, VP and Chief Accounting Officer Ashish Mandelia reported that 2,300 shares of common stock and all reported stock options and restricted stock units were either converted into the cash-and-CVR consideration or cancelled under the merger terms, leaving zero securities beneficially owned after the transactions.
Positive
- None.
Negative
- None.
Insights
Officer equity awards were cashed out or cancelled under the merger terms.
The filing shows how Mersana Therapeutics handled insider equity as it became a wholly owned subsidiary of Day One Biopharmaceuticals. Common shares tendered in the offer were exchanged for $25.00 in cash per share plus one CVR per share, with each CVR tied to potential contingent payments of up to $30.25 in cash, subject to milestone achievement.
Options with exercise prices below $25.00 per share became fully vested and were cancelled in exchange for the cash-and-CVR package minus the option exercise price. Options with exercise prices at or above $25.00 were temporarily exercisable and then cancelled with no payment if left unexercised. Outstanding restricted stock units were converted into the same cash-and-CVR consideration. As of the effective time on January 6, 2026, the reporting officer no longer beneficially owned Mersana securities.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 1,687 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,312 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 2,870 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 555 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 44 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 310 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 773 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 359 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 788 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 722 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,183 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,157 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 1,842 | $0.00 | -- |
| Disposition | Restricted Stock Units | 192 | $0.00 | -- |
| Disposition | Restricted Stock Units | 212 | $0.00 | -- |
| Disposition | Restricted Stock Units | 500 | $0.00 | -- |
| Disposition | Restricted Stock Units | 666 | $0.00 | -- |
| U | Common Stock | 2,300 | $0.00 | -- |
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Day One Biopharmaceuticals, Inc. ("Parent") and Parent's direct wholly-owned subsidiary, Emerald Merger Sub, Inc. ("Purchaser"), dated as of November 12, 2025, the shares (the "Shares") of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") that were tendered to Purchaser prior to the expiration time of the Offer were exchanged for: (i) $25.00 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding (the "Upfront Cash Consideration"), plus (ii) one non-tradeable contingent value right per Share (each, a "CVR"), (continued from footnote 1) which represents the right to receive certain contingent milestone payments of up to an aggregate of $30.25 per CVR in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a contingent value rights agreement entered into by Parent and the rights agent (the Upfront Cash Consideration plus one CVR, collectively, the "Offer Price"). After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into the Issuer, effective as of January 6, 2026 (the "Effective Time"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each option to purchase shares of Common Stock ("Issuer Option") that was outstanding and unexercised as of immediately prior to the Effective Time and had an exercise price per Share that was less than the Upfront Cash Consideration (each, a "Cash-Out Option"), became fully vested and was automatically cancelled and converted into the right to receive, without interest and subject to deduction for any required tax withholding, (i) the Offer Price minus (ii) the exercise price payable per share of Common Stock underlying such Cash-Out Option. Pursuant to the terms of the Merger Agreement, effective as of 10 business days prior to the closing of the Merger (the "Acceleration Date"), each Issuer Option then outstanding and unexercised that had an exercise price per Share that was equal to or greater than the Upfront Cash Consideration (each, an "OTM Option"), became fully vested and exercisable up to and through the closing of regular trading on the Nasdaq Stock Market on the fifth business day following the Acceleration Date (the "Last Exercise Date"). OTM Options not exercised on or prior to the Last Exercise Date were cancelled and ceased to exist as of the Effective Time, and no consideration was delivered in exchange for such OTM Option. Pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, each Company restricted stock unit award, which represented the right to receive one share of Common Stock, that was then outstanding was automatically cancelled and converted into the right to receive, without interest and subject to deduction for any required tax withholding, the Offer Price.
FAQ
What does the Form 4 for Mersana Therapeutics (MRSN) disclose?
The Form 4 shows that officer Ashish Mandelia, VP and Chief Accounting Officer of Mersana Therapeutics, Inc., reported the disposition or cancellation of common stock, stock options, and restricted stock units on January 6, 2026 in connection with the company’s merger with Day One Biopharmaceuticals, Inc..
How were Mersana stock options treated under the merger agreement?
Options with an exercise price per share below the $25.00 cash amount became fully vested and were cancelled in exchange for the offer price minus the exercise price per underlying share. Options with exercise prices equal to or greater than $25.00 were vested and exercisable for a limited period before closing; any such options not exercised by the last exercise date were cancelled at the effective time with no consideration.
What happened to Mersana restricted stock units in the transaction?
Each outstanding restricted stock unit, representing a right to receive one share of common stock, was automatically cancelled immediately prior to the effective time and converted into the right to receive the same cash-and-CVR offer price, subject to tax withholding.
Does the reporting officer still own Mersana securities after the merger?
No. The Form 4 indicates that after the reported transactions on January 6, 2026, the reporting officer had zero common shares, stock options, or restricted stock units beneficially owned.
When did the Mersana and Day One Biopharmaceuticals merger become effective?
After completion of the tender offer, the buyer’s subsidiary merged with and into Mersana Therapeutics, Inc., with the merger effective as of January 6, 2026. Mersana continued as the surviving corporation and became a wholly owned subsidiary of Day One Biopharmaceuticals.