MREO Mereo BioPharma Group PLC

As filed with the Securities and Exchange Commission on January 23, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MEREO BIOPHARMA GROUP PLC

(Exact Name of Registrant as specified in its charter)

United Kingdom		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4th Floor

One Cavendish Place

London W1G 0QF United Kingdom

+44 33 3023 7300

(Address including zip code of Principal Executive Offices)

Mereo BioPharma Group plc 2019 Equity Incentive Plan, as amended

Mereo BioPharma Group plc 2019 Non-Employee Equity Incentive Plan, as amended

(Full title of the plans)

Mereo US Holdings, Inc.

251 Little Falls Drive

Wilmington, DE 19808

Telephone No.: +1 302 636 5401

(Name, address and telephone number, including area code, of agent for service)

Copy to: David S. Bakst

Mayer Brown LLP

1221 Avenue of the Americas

New York, New York 10020

+1 212 506 2500

 

 

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging 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 filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Mereo BioPharma Group plc (the “Company”) to register 41,191,158 additional ordinary shares, nominal value £0.003 per share (the “Ordinary Shares”) under the Mereo BioPharma Group plc 2019 Equity Incentive Plan, as amended on February 13, 2020 and January 15, 2021, and the Mereo BioPharma Group plc 2019 Non-Employee Equity Incentive Plan, as amended on February 13, 2020 and January 15, 2021 (collectively, the “Plans”) which share a common Ordinary Share pool, consisting of (i) Ordinary Shares for future share grants under the Plans and (ii) Ordinary Shares reserved for issuance upon the vesting of restricted stock units and performance based stock unit awards which may be granted to employees and executives pursuant to and in accordance with the terms of the Plans in connection with their employment and positions with the Company under the Securities Act of 1933, as amended (the “Securities Act”). The number of Ordinary Shares available for issuance under the Plans is subject to increase on January 1 of each year in an amount equal to the lesser of (i) 5.31% of the Company’s issued and outstanding shares and (ii) such number of shares as determined by the plan administrator, in its discretion.

In accordance with the instructional note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “SEC”), the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8

On May 21, 2019, the Company filed with the SEC a Registration Statement on Form S-8 (File No. 333-231636), on February 18, 2020 the Company filed a Registration Statement on Form S-8 (File No. 333-236498), on January 15, 2021 the Company filed a Registration Statement on Form S-8 (File No. 333-252147), on January 13, 2022 the Company filed a Registration Statement on Form S-8 (File No. 333-262151), on January 24, 2023 the Company filed a Registration Statement on Form S-8 (File No. 333-269388) and on January 23, 2024 the Company filed a Registration Statement on Form S-8 (File No. 333-276656) (collectively, the “Prior Registration Statements”) to register a total of 139,188,900 Ordinary Shares issuable under the plans described in those registration statements. The Company is filing this Registration Statement to register an additional 41,191,158 Ordinary Shares, which may be issued pursuant to new and previously issued awards under the Plans. Pursuant to General Instruction E to Form S-8, this S-8 Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above, except as otherwise updated or modified by this Registration Statement.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.	INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated herein by reference:

(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), filed with the SEC on March 27, 2024 (File No. 001-38452);

(b) The Company’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 15, 2024, the fiscal quarter ended June 30, 2024, filed with the SEC on August 13, 2024, and the fiscal quarter ended September 30, 2024, filed with the SEC on November 12, 2024;

(c) The Company’s Current Reports on Form 8-K filed with the SEC on April 15, 2024, May 23, 2024, June 12, 2024 (Item 8.01 only), June 14, 2024 (Item 1.01 only) and November 12, 2024 (Item 1.01 only); and

(d) The description of the Company’s Ordinary Shares and ADSs contained in the Company’s registration statement on Form 8-A, filed with the SEC on April 9, 2018 (File No. 001-38452), as amended on April 15, 2019, May 17, 2022 and December 18, 2023, including any amendment or report filed for the purpose of updating such description as updated by Exhibit 4.2 to the 2023 Form 10-K, including the “Description of Ordinary Shares” and the “Description of American Depositary Shares” contained therein and any amendment or report filed for the purpose of further updating such descriptions.

All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents. The Company is not incorporating by reference any document or portion thereof, whether specifically listed above or to be filed in the future, that is not deemed “filed” with the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information furnished under Items 2.02 or 7.01 (or corresponding information furnished under item 9.01 or included as an exhibit) of a Current Report on Form 8-K be deemed incorporated herein by reference, unless such Form 8-K expressly provides to the contrary.

ITEM 6.	INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Company’s Articles of Association, the Company may indemnify its directors and other officers in respect of any proceedings, whether civil or criminal, brought against them by reason of their being directors or officers of the Company and to the fullest extent permitted by the Companies Act 2006 of the United Kingdom (“CA 2006”) and other applicable law.

Generally, under CA 2006, any provision by which the Company directly or indirectly provides an indemnity (to any extent) for a director of the Company or of an “associated company” (i.e., a company that is a parent, subsidiary or sister company of the Company) against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director is (subject to certain exceptions specified under CA 2006) void.

The Company has entered into a deed of indemnity with each of its directors, the form of which was filed as Exhibit 10.26 to the Company’s registration statement on Form F-4 (Registration No. 333-229351), as originally filed by the Company on January 25, 2019 and subsequently amended. Except as prohibited by applicable law, these deeds of indemnity may require the Company, among other things, to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, costs and expenses, incurred by such directors and executive officers with the prior written consent of the Company in any action or proceeding arising out of their service as a director or executive officer of the Company, or one of its subsidiaries.

The Company maintains directors and officers insurance coverage, which, subject to policy terms and limitations, is expected to include coverage to reimburse the Company for amounts that it may be required or permitted by law to pay directors or officers of the Company.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 8.	EXHIBITS.

The exhibits listed below in the “Exhibit Index” are filed as a part of, or incorporated by reference into, this Registration Statement.

EXHIBIT INDEX

Exhibit No.		Description
4.1		New Articles of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 6-K, filed with the SEC on December 18, 2023 (File No. 001-38452))
4.2		Mereo BioPharma Group plc 2019 Equity Incentive Plan, as amended on February 13, 2020 and January 15, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 filed with the SEC on January 15, 2021 (File No. 333-252147))
4.3		Mereo BioPharma Group plc 2019 Non-Employee Equity Incentive Plan, as amended on February 13, 2020 and January 15, 2021 (incorporated by reference to Exhibit 99.2 to the Company’s Form S-8 filed with the SEC on January 15, 2021 (File No. 333-252147))
4.4		Deferred Compensation Plan for Non-Employee Directors, as amended on December 13, 2023 (incorporated by reference to Exhibit 4.3 to the Company’s S-8 filed with the SEC on January 23, 2024 (File No. 333-276656))
4.6		Form of Restricted Stock Unit Award Agreement under the Plans (incorporated by reference to Exhibit 4.5 to the Company’s Form S-8 filed with the SEC on January 24, 2023 (File No. 333-269388))
5.1*		Opinion of Latham & Watkins (London) LLP, counsel of the Registrant
23.1*		Consent of Latham & Watkins (London) LLP, counsel of the Registrant (included in Exhibit 5.1)
23.2*		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
24.1*		Powers of Attorney (included in signature page hereto)
107*		Filing Fee Table
*	Filed herewith.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in London, the United Kingdom on January 23, 2025.

MEREO BIOPHARMA GROUP PLC
By:		/s/ Denise Scots-Knight
		Name:		Denise Scots-Knight
		Title:		Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below hereby constitutes and appoints Denise Scots-Knight, Ph.D. and Christine Fox, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on January 23, 2025 in the capacities indicated.

Signature				Title		Date
/s/ Denise Scots-Knight				Chief Executive Officer and Director		January 23, 2025
Denise Scots-Knight				(Principal Executive Officer)
/s/ Christine Fox				Chief Financial Officer		January 23, 2025
Christine Fox				(Principal Accounting and Financial Officer)
/s/ Michael Wyzga				Chairman of the Board of Directors		January 23, 2025
Michael Wyzga
/s/ Jeremy Bender				Director		January 23, 2025
Jeremy Bender
/s/ Anders Ekblom				Director		January 23, 2025
Anders Ekblom
/s/ Pierre Jacquet				Director		January 23, 2025
Pierre Jacquet
/s/ Annalisa Jenkins				Director		January 23, 2025
Annalisa Jenkins
/s/ Deepika Pakianathan				Director		January 23, 2025
Deepika Pakianathan
/s/ Justin Roberts				Director		January 23, 2025
Justin Roberts
/s/ Daniel Shames				Director		January 23, 2025
Daniel Shames
/s/ Marc Yoskowitz				Director		January 23, 2025
Marc Yoskowitz

 

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Mereo BioPharma Group plc has signed this registration statement on January 23, 2025.

Mereo US Holdings, Inc.
By:		/s/ Denise Scots-Knight
		Name:		Denise Scots-Knight
		Title:		President

 

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	99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460 www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Silicon Valley
	Hong Kong	Singapore
23 January 2025     Mereo BioPharma Group plc 4th Floor One Cavendish Place London W1G 0QF United Kingdom	Houston	Tel Aviv
	London	Tokyo
	Los Angeles	Washington, D.C.
	Madrid

 

 

 

Re: Mereo BioPharma Group plc (the “Company”) – Registration Statement on Form S-8

 

We have acted as English legal advisers to the Company, a public limited company incorporated in England and Wales, in connection with the preparation and filing of the registration statement on Form S-8 to which this opinion letter is attached as an exhibit (such registration statement, as amended, including the documents incorporated by reference therein, the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to the United States Securities Act of 1933, as amended (the “Securities Act”).

As set out in the Registration Statement, it is proposed that up to 41,191,158 ordinary shares of the Company each having a nominal value of £0.003 (the “Shares”) may become issuable under the Mereo BioPharma Group plc 2019 Equity Incentive Plan (including the Mereo BioPharma Group plc 2019 Non-Employee Equity Incentive Plan, which is a sub-plan thereof) (the “2019 EIP”).

In connection with the Registration Statement, we have been asked to provide an opinion on certain matters, as set out below. We have taken instructions in this regard solely from the Company.

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In this letter:

For the purpose of issuing this letter, we have reviewed only the following documents and conducted only the following enquiries and searches:

This letter, the opinion given in it, and any non-contractual obligations arising out of or in connection with this letter and/or the opinion given in it, are governed by, and shall be construed in accordance with English law, and relate only to English law, as applied by the English courts as at today’s date. In particular:

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The opinion given in this letter is given on the basis of each of the assumptions set out in Schedule 1 (Assumptions) and is subject to each of the reservations set out in Schedule 2 (Reservations) to this letter. The opinion given in this letter is strictly limited to the matters stated in paragraph 2 (Opinion) below and does not extend, and should not be read as extending, by implication or otherwise, to any other matters.

Subject to paragraph 1 (Introduction) and the other matters set out in this letter and its Schedules, and subject further to the following:

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it is our opinion that, as of today’s date, the Shares, if and when allotted and issued, registered in the name of the recipient in the register of members of the Company and delivered in accordance with the terms and conditions referred to above and/or in the 2019 EIP, and as described in the Registration Statement, will be duly and validly authorised and issued, fully paid or credited as fully paid (subject to the receipt of valid consideration by the Company for the issue thereof) and will not be subject to any call for payment of further capital.

We express no opinion as to any agreement, instrument or other document other than as specified in this letter or as to any liability to tax which may arise or be suffered as a result of or in connection with the transactions contemplated by the 2019 EIP.

This letter only applies to those facts and circumstances which exist as at today’s date and we assume no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances which may subsequently come to our attention, any changes in laws which may occur after today, or to inform the addressee of any change in circumstances happening after the date of this letter which would alter our opinion.

This letter is addressed to you solely for your benefit in connection with the Registration Statement. We consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

This letter may not be relied upon by you for any other purpose, and, other than as set out in this paragraph 4, may not be furnished to, or assigned to or relied upon by any other person, firm or entity for any purpose (including, without limitation, by any person, firm or other entity that acquires Shares from the Company), without our prior written consent, which may be granted or withheld in our discretion.

Sincerely,

 

 

/s/ LATHAM & WATKINS

LATHAM & WATKINS

 

 

 

 

 

 

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The opinion in this letter has been given on the basis of the following assumptions:

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The opinion in this letter is subject to the following reservations:

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Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Mereo BioPharma Group plc of our report dated March 27, 2024 relating to the financial statements, which appears in Mereo BioPharma Group plc's Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ PricewaterhouseCoopers LLP
Reading, United Kingdom
January 23, 2025

 

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Exhibit 107

Calculation of Filing

Fee Tables

Form S-8

(Form Type)

Mereo BioPharma Group plc

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (2)	Proposed Maximum Offering Price Per Share (4)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary shares, nominal value £0.003 per share (1)	Rule 457(c) and Rule 457(h)(1)	41,191,158 (3)	$0.58	$23,890,871.64	$ 153.10 per $1,000,000	$3,657.69
Total Offering Amounts					$23,890,871.64		$3,657.69
Total Fee Offsets							$—
Net Fee Due							$3,657.69

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(1) The ordinary shares, par value £0.003 per share (the “Ordinary Shares”) of Mereo BioPharma Group plc (the “Company”) registered hereunder may be represented by the Company’s American Depositary Shares (“ADSs”), with each ADS representing five Ordinary Shares. The Company’s ADSs issuable upon deposit of the ordinary shares have been registered under separate registration statements on Form F-6 (333-223890, 333-249338 and 333-258824).

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of additional Ordinary Shares that may be offered or issued pursuant to the Plans to prevent dilution resulting from any share dividend, share split or other similar transaction.

(3) Represents (i) Ordinary Shares issuable pursuant to the Mereo BioPharma Group plc 2019 Equity Incentive Plan, as amended on February 13, 2020 and January 15, 2021, and the Mereo BioPharma Group plc 2019 Non-Employee Equity Incentive Plan, as amended on February 13, 2020 and January 15, 2021 (collectively, the “Plans”), and (ii) Ordinary Shares issuable upon vesting of restricted stock units and performance awards granted to employees and executives pursuant to and in accordance with the Plans.

(4) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act on the basis of $2.87, the average high and low sale price of the ADSs on the Nasdaq Capital Market on January 17, 2025 divided by five to reflect the Ordinary Share to ADS ratio.

 

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