Mersana Therapeutics, Inc.: M&A transaction — Mersana acquired by Day One for $25.00/share plus CVR up to $30.25

Mersana Therapeutics, Inc.

Tender offer expired Jan 5, 2026; 60.57% of shares tendered; merger closed Jan 6, 2026.
Consideration: $25.00 per share cash plus one non-tradeable CVR per share with potential milestone payments up to $30.25.
CVR milestones include FDA approval for ACC-1 ($9.00), first patient dosed ($4.00), and net sales thresholds; total max $30.25 per CVR.
All pre-merger directors resigned; Charles N. York II and Adam Dubow appointed directors; stock delisted from Nasdaq.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Mersana Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety effective as of the Effective Time pursuant to the Merger Agreement.

Change: charter amendment

Exact text from the filing

the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Mersana Therapeutics, Inc.: Bylaws amended and restated in their entirety effective as of the Effective Time pursuant to the Merger Agreement.

Change: bylaw amendment

Exact text from the filing

the bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Mersana Therapeutics, Inc. underwent a change of control involving Day One Biopharmaceuticals, Inc. for $25.00 per Share in cash plus one non-tradeable contingent value right per share (closed 2026-01-06).

Action: change of control
Counterparty: Day One Biopharmaceuticals, Inc.
Consideration: $25.00 per Share in cash plus one non-tradeable contingent value right per share
Closing: 2026-01-06

Exact text from the filing

offer (the “Offer”) to acquire all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), 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

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Source: SEC EDGAR

accession 0001104659-26-001125

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