ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
July 12, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare and Insurance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Abigail Jacobs
Erin Jaskot
Re: Mersana Therapeutics, Inc.
Registration Statement on Form S-3, filed July 2, 2018
File No. 333-226055
Ladies and Gentlemen:
On behalf of Mersana Therapeutics, Inc. (the Company), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder, we are filing with the Securities and Exchange Commission (the Commission), via EDGAR, Amendment No. 1 (Amendment No. 1) to the above-referenced Registration Statement, filed on July 2, 2018 (the Registration Statement). Amendment No. 1 reflects revisions to the Registration Statement made in response to the comment letter to Anna Protopapas of the Company dated July 11, 2018 (the Comment Letter) from the staff of the Commission (the Staff), as well as certain other updated information.
For your convenience, the Company is supplementally providing to the Staff three (3) copies of Amendment No. 1, which have been marked to indicate the changes from the Registration Statement.
For the convenience of the Staffs review, we have set forth the comment contained in the Comment Letter in italics below followed by the response of the Company.
Form S-3 filed July 2, 2018
Incorporation of Certain Documents by Reference, page 14
1. Please revise this section to include the Current Report on Form 8-K that you filed on June 29, 2018. Refer to Item 12 of Form S-3.
Response:
In response to the Staffs comment, the Company has revised the disclosure on pages 14 and S-11 to reference the Current Report on Form 8-K in the list of documents incorporated by reference.
We hope that the foregoing has been responsive to the Staffs comments. If you have any questions or comments about this letter or need any further information, please call the undersigned at (617) 951-7826.
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Very truly yours, |
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/s/ Marc A. Rubenstein |
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Marc A. Rubenstein |
cc: David A. Spellman (Mersana Therapeutics, Inc.)
William J. Michener (Ropes & Gray LLP)