梅莎娜制药 2024年度报告

MERSANA THERAPEUTICS, INC. 2024 Annual Report to Stockholders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Mersana Therapeutics, Inc. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐Noý Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐Noý Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.YesýNo☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesýNo☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filerýSmaller reporting companyýEmerging 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.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).Yes☐NoýAs of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’scommon stock held by non-affiliates was $226,275,877, based on the last reported sale price of such stock on the Nasdaq Global Select Market as of such date.As of February 26, 2025, the registrant had 124,631,339 shares of common stock, par value $0.0001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement that will be filed for the 2025 Annual Meeting of Stockholders within 120 days of the end of theregistrant’s fiscal year ended December 31, 2024 are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. TABLE OF CONTENTS PageSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS2RISK FACTOR SUMMARY3PART IITEM 1.BUSINESS5ITEM 1A.RISK FACTORS52ITEM 1B.UNRESOLVED STAFF COMMENTS109ITEM 1C.CYBERSECURITY110ITEM 2.PROPERTIES112ITEM 3.LEGAL PROCEEDINGS112ITEM 4.MINE SAFETY DISCLOSURES112PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES113ITEM 6.[RESERVED]114ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS114ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK127ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA128ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE165ITEM 9A.CONTROLS AND PROCEDURES165ITEM 9B.OTHER INFORMATION166ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS166PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE167ITEM 11EXECUTIVE COMPENSATION167ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS167ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE167ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES167PART IVITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES168ITEM 16.FORM 10-K SUMMARY171SIGNATURES172 REFERENCES TO MERSANA Throughout this Annual Report on Form 10-K, the “Company,” “Mersana,” “we,” “us,” and “our,” except where the contextrequires otherwise, refer to Mersana Therapeutics, Inc. and its consolidated subsidiary, and “our bo