Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on August 6, 2020, Merus N.V. (the "Company") entered
into an Open Market Sale Agreementsm (the "Sales Agreement"), with Jefferies LLC
("Jefferies"), to sell, at its option, its common shares, par value €0.09 per
share (the "Common Shares"), having aggregate gross sales proceeds of up to
$75 million, from time to time, through an "at the market" equity offering
program under which Jefferies acted as sales agent.
On January 20, 2021, the Company delivered written notice to Jefferies,
effective as of such date, to terminate the Sales Agreement, pursuant to
Section 7(b)(i) thereof. The Company is not subject to any termination penalties
related to the termination of the Sales Agreement. During the three months ended
December 31, 2020, the Company sold 2,451,281 Common Shares under the Sales
Agreement for gross proceeds of $39.5 million.
A copy of the Sales Agreement was filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
August 7, 2020 (the "Prior Form 8-K"). The description of the Sales Agreement
contained in this Current Report on Form 8-K does not purport to be complete and
is qualified in its entirety by reference to the copy of the Sales Agreement
filed as Exhibit 10.1 to the Prior Form 8-K.
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