UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~December~~May 421, ~~2024~~2025

MERUS N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

001-37773

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Uppsalalaan 17 3584 CT Utrecht The Netherlands (Address of principal executive offices) (Zip Code)

3584 CT Utrecht

The Netherlands

(Address of principal executive offices) (Zip Code)

+31 85 016 2500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares, €0.09 nominal value per share

MRUS

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging 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. ☐

Item 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~December~~May 421, ~~2024~~2025, Merus N.V. ~~announced that~~ (the ~~United~~“Company”) ~~States~~held ~~Food~~its ~~and~~annual ~~Drug~~general ~~Administration~~meeting ~~has~~of ~~approved~~shareholders ~~BIZENGRI®~~ (~~zenocutuzumab-zbco)~~the ~~for~~“Annual ~~treatment indicated for adults with pancreatic adenocarcinoma or non–small cell lung cancer (NSCLC~~Meeting”). ~~that~~For ~~are~~all ~~advanced~~proposals, ~~unresectable or metastatic and harbor~~ a ~~neuregulin~~total 1of ~~(NRG1)~~61,712,250 ~~gene~~common ~~fusion~~shares ~~who~~were ~~have~~present ~~disease progression on~~ or ~~after~~represented ~~prior~~by ~~systemic~~proxy ~~therapy.~~at ~~These~~the ~~indications~~Annual ~~are~~Meeting, ~~approved~~representing ~~under~~approximately ~~accelerated approval based on overall response rate (ORR) and duration of response (DOR)~~89.20% ~~Continued approval for these indications may be contingent upon verification and description~~ of ~~clinical~~the ~~benefit in a confirmatory trial(~~Company’s). ~~BIZENGRI®~~outstanding ~~has~~common ashares ~~Boxed~~as ~~WARNING~~of ~~for~~the ~~Embryo-Fetal Toxicity and warnings for infusion-related reactions (IRRs)~~April 23, ~~hypersensitivity~~2025 ~~and~~record ~~anaphylactic reactions, interstitial lung disease (ILD)/pneumonitis, and left ventricular dysfunction~~date.

The ~~approval~~following ofare ~~BIZENGRI®~~the isvoting ~~based~~results onfor ~~data from~~ the ~~eNRGy~~proposals ~~trial,~~considered ~~a multicenter, open-label clinical trial that enrolled patients with NRG1+ pancreatic adenocarcinoma or NRG1+ NSCLC that is advanced unresectable or metastatic~~ and ~~had~~voted ~~disease~~upon ~~progression~~at onthe orAnnual ~~after prior systemic therapy. In patients with NRG1+ pancreatic adenocarcinoma (n=30)~~Meeting, ~~BIZENGRI®~~all ~~demonstrated an ORR~~ of ~~40%~~which ~~(95%~~were ~~confidence~~described ~~interval (CI), 23%-59%). DOR~~ in ~~NRG1+ pancreatic adenocarcinoma ranged from 3.7 months to 16.6 months. In~~ the ~~same~~Company’s ~~trial,~~definitive ~~patients~~proxy ~~with~~statement ~~NRG1+~~filed ~~NSCLC (n=64) who were treated~~ with ~~BIZENGRI® demonstrated an ORR of 33% (95% CI, 22%-46%). The median DOR in NRG1+ NSCLC was 7.4 months (95% CI, 4.0-16.6). Response rates were measured using~~ the ~~Response~~Securities Evaluation Criteria in Solid Tumors (RECIST) v1.1 as assessed by blinded independent central review (BICR). In the pooled safety population (N=175), the most common (≥10%) adverse reactions were diarrhea, musculoskeletal pain, fatigue, nausea, IRR, dyspnea, rash, constipation, vomiting, abdominal pain, and ~~edema.~~Exchange ~~The~~Commission ~~most~~on ~~common Grade 3 or 4 laboratory abnormalities (≥2%) were increased gamma-glutamyltransferase~~April 24, decreased hemoglobin, decreased sodium, decreased platelets, increased aspartate aminotransferase, increased alanine aminotransferase, increased alkaline phosphatase, decreased magnesium, decreased phosphate, increased activated partial thromboplastin time, and increased bilirubin2025.

~~Please~~Proposal ~~see~~1 ~~full~~- ~~Prescribing~~Adoption ~~Information,~~of ~~including~~Dutch ~~Boxed~~statutory ~~WARNING,~~annual ataccounts ~~www.BIZENGRI.com/pi.~~for the financial year 2024:

Forward-Looking Statements


For	Against	Abstain	Broker Non-Votes
57,716,793	29	18,530	3,976,898

~~This~~Proposal ~~Current~~2 ~~Report on Form 8~~-K ~~(the~~Appointment ~~“Form 8-K”) contains forward-looking statements within the meaning~~ of ~~the~~KPMG ~~Private~~Accountants ~~Securities Litigation Reform Act of 1995~~N.V. ~~All~~as statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding product development, the ~~potential benefits and treatment impact of BIZENGRI® (zenocutuzumab-zbco) and potential contingencies on the continued approval of BIZENGRI®. These statements are based on management~~Company’s ~~current~~external ~~expectations.~~auditor These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our need for ~~additional funding, which may not be available and which may require us to restrict our operations or require us to relinquish rights to our technologies or antibody candidates; our reliance on~~ the ~~success~~financial ofyear ~~BIZENGRI®,~~2025 our only approved product; the efficacy of BIZENGRI® compared to competing drugs; our ability to successfully commercialze BIZENGRI®; serious adverse, undesireable or unacceptable side effects associated with BIZENGRI® which could adversely affect our ability to commercialize BIZENGRI®; potential issues associated with regulatory approval, which would impact our ability to commercialize our product candidates and affect our ability to generate revenue; the lengthy and expensive process of clinical drug development, which has an uncertain outcome; our reliance on third parties to conduct our clinical trials, and the potential for ~~those~~purposes ~~third parties to not perform satisfactorily; impacts~~ of ~~the~~Dutch volatility in the global economy, including global instability, including the ongoing conflicts in Europe and the Middle East; we may not identify suitable Biclonics® or bispecific antibody candidates under our collaborations, or our collaborators may fail to perform adequately under our collaborations; our reliance on third parties to manufacture BIZENGRI® or our product candidates, which may delay, prevent, or impair our development and commercialization efforts; protection of our proprietary technology; our patents may be found invalid, unenforceable, circumvented by competitors, and our patent applications may be found not to comply with the rules and regulations of patentability; we may fail to prevail in potential lawsuits for infringement of third-party intellectual property; and our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented, or declared generic or determined to be infringing on other marks. These and other important factors discussed under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the Securities and Exchange Commission, or SEC, on October 31, 2024, and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this Form 8-K. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law.: ~~These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Form 8-K.~~

Multiclonics®, Biclonics®, Triclonics®, and BIZENGRI® are registered trademarks of Merus N.V.


For	Against	Abstain	Broker Non-Votes
61,535,776	168,451	8,023	0

Proposal 3 - Release of each member of our board of directors from liability for the exercise of their duties during the financial year 2024:


For	Against	Abstain	Broker Non-Votes
57,655,084	21,373	58,895	3,976,898

Proposal 4 - Re-appointment of Anand Mehra, M.D. as non-executive director, which comprises two separate voting items:

Proposal 4a – Opportunity to make recommendations for nomination by the Company’s group of non-executive directors:


For	Against	Abstain	Broker Non-Votes
35,939,580	16,862,251	4,933,521	3,976,898

Proposal 4b - Re-appointment of Anand Mehra, M.D. as non-executive director:


For	Against	Abstain	Broker Non-Votes
53,233,592	3,226,082	1,275,678	3,976,898

Proposal 5 - Re-appointment of Maxine Gowen, Ph.D. as non-executive director, which comprises two separate voting items:

Proposal 5a - Opportunity to make recommendations for nomination by the Company’s group of non-executive directors:


For	Against	Abstain	Broker Non-Votes
35,108,942	16,868,490	5,757,920	3,976,898

Proposal 5b - Re-appointment of Maxine Gowen, Ph.D. as non-executive director:


For	Against	Abstain	Broker Non-Votes
57,605,971	121,866	7,515	3,976,898

Proposal 6 - Granting authorization to the Company’s board of directors to acquire shares (or depository receipts for such shares) in the Company’s capital:


For	Against	Abstain	Broker Non-Votes
57,698,272	1,912	35,168	3,976,898

Proposal 7 - Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers:


For	Against	Abstain	Broker Non-Votes
55,982,398	1,682,719	70,235	3,976,898

Based on the foregoing votes, the shareholders re-appointed Anand Mehra, M.D. as non-executive director to serve until the 2027 annual general meeting and re-appointed Maxine Gowen, Ph.D. as non-executive director to serve until the 2029 annual general meeting, and approved Proposals 1, 2, 3, 6 and 7.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MERUS N.V.
Date: December 5, 2024	By:	/s/ Sven (Bill) Ante Lundberg
Date: May 22, 2025	By:	/s/ Sven A. Lundberg
	Name:	Sven (Bill) Ante Lundberg, M.D.
	Title:	President, ~~and~~ Chief Executive Officer

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