Mereo BioPharma Group plc
For the period ended Dec 31, 2023. Filed Mar 27, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 27, 2024
MREO$0.30+0.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibit and Financial Statement Schedules
- Financial Statements
As part of this Annual Report on Form 10‑K, the consolidated financial statements are as follows:
| Audited Financial Statements | Page |
|---|---|
| Report of independent registered public accounting firm | F-2 |
| Consolidated balance sheets | F-3 |
| Consolidated statements of operations and comprehensive loss | F-4 |
| Consolidated statements of cash flows | F-5 |
| Consolidated statements of shareholders’ equity | F-6 |
| Notes to consolidated financial statements | F-7 |
- Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
- Exhibit Index
The following is a list of exhibits filed as part of this Annual Report on Form 10‑K or are incorporated herein by reference.
| ExhibitNumber | Description of Exhibit |
| 2.1 | Agreement and Plan of Merger and Reorganization, dated December 5, 2018, by and among Mereo BioPharma Group plc, Mereo US Holdings Inc., Mereo MergerCo One Inc. and OncoMed Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to Mereo’s Form F-4/A filed March 15, 2019 (File No. 333- 229351)). |
| 2.2† | BCT197 Asset Purchase Agreement, dated July 28, 2015, by and between Mereo BioPharma 1 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.20 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 2.2.1 | Addendum to the Asset Purchase Agreement, dated April 12, 2016, by and between Mereo BioPharma 1 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.20.3 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 2.2.2 | Addendum to the Asset Purchase Agreement, dated October 4, 2017, by and between Mereo BioPharma 1 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.20.2 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 2.2.3 | Amendment Agreement for BCT197, dated October 19, 2018, by and between Mereo BioPharma 1 Limited and Novartis Pharma AG (incorporated into by reference to Exhibit 10.20.1 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| ExhibitNumber | Description of Exhibit |
| 2.3† | BGS649 Asset Purchase Agreement, dated July 28, 2015, by and between Mereo BioPharma 2 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.21 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 2.3.1 | Addendum to the Asset Purchase Agreement, dated August 17, 2017, by and between Mereo BioPharma 2 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.21.2 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 2.3.2 | Amendment Agreement for BGS649, dated October 19, 2018, by and between Mereo BioPharma 2 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.21.1 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 2.4† | BPS804 Asset Purchase Agreement, dated July 28, 2015, by and between Mereo BioPharma 3 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.22 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 2.4.1 | Addendum to the Asset Purchase Agreement, dated December 21, 2016, by and between Mereo BioPharma 3 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.22.2 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 2.4.2† | Amendment Agreement, dated August 10, 2018, by and between Mereo BioPharma 3 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.22.1 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 3.1 | Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 6-K, filed with the SEC on December 18, 2022 (File No. 001-38452)). |
| 4.1 | Form of American Depositary Receipt of Mereo BioPharma Group plc (incorporated by reference to Exhibit 4.3 to Mereo’s Form F-4/A filed March 15, 2019 (File No. 333-229351)). |
| 4.2* | Description of Securities Registered under Section 12 of the Exchange Act. |
| 10.1† | Sublicense Agreement, dated July 29, 2015, by and between Mereo BioPharma 3 Limited and Novartis Pharma AG (incorporated by reference to Exhibit 10.23 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333- 229351)). |
| 10.2 † | Exclusive License and Option Agreement, dated October 28, 2017, by and between Mereo BioPharma 4 Limited and AstraZeneca AB (incorporated by reference to Exhibit 10.24 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 10.3 | Form of Deed of Indemnity for members of the board of directors of Mereo BioPharma Group plc (incorporated by reference to Exhibit 10.26 to Mereo’s Form F-4 filed January 25, 2019 (File No. 333-229351)). |
| 10.4 | Form of Contingent Value Rights Agreement by and between Computershare, Inc., as rights agent, and Mereo BioPharma Group plc (incorporated by reference to Annex B to Mereo’s Form F-4/A filed March 15, 2019 (File No. 333-229351)). |
| 10.5 | 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 January 15, 2021 (File No. 333-252147)) |
| 10.6 | Deed of Consent and Amendment to Convertible Loan Note Instrument, dated December 17, 2020 between Mereo BioPharma Group plc. and the Noteholders named therein (incorporated by reference to Exhibit 4.21 to Mereo’s 20-F filed March 31, 2021 (File No. 001-38452)). |
| 10.7 | Mereo BioPharma Group plc 2019 Non-Employee Equity Incentive Plan, as amended on February 13, 2020 andJanuary 15, 2021 (incorporated by reference to Exhibit 99.2 to the Company’s Form S-8 filed January 15, 2021(File No. 333-252147)). |
| 10.8 | Form of Amended Convertible Loan Note Instrument, dated December 18, 2020 relating to Mereo BioPharma Group plc. (incorporated by reference to Exhibit 4.22 to Mereo’s 20-F filed March 31, 2021 (File No. 001-38452)). |
| ExhibitNumber | Description of Exhibit |
| 10.9 | Form of Amended Convertible Loan Note Instrument, dated February 5, 2021 relating to Mereo BioPharma Group plc. (incorporated by reference to Exhibit 4.23 to Mereo’s 20-F filed March 31, 2021 (File No. 001-38452)). |
| 10.10 | Form of Amended Convertible Loan Note Instrument, dated March 29, 2021 relating to Mereo BioPharma Group plc. (incorporated by reference to Exhibit 4.24 to Mereo’s 20-F filed March 31, 2021 (File No. 001-38452)). |
| 10.11 | Deed of Consent and Amendment to Warrant Instrument, dated March 29, 2021 between Mereo BioPharma Group plc. and the Alpha-1 Project, Inc. (incorporated by reference to Exhibit 4.25 to Mereo’s 20-F filed March 31, 2021 (File No. 001-38452)). |
| 10.12 | Employment Agreement, dated July 1, 2020 between Mereo BioPharma Group plc and John Lewicki (incorporated by reference to Exhibit 4.27 to Mereo’s 20-F filed March 31, 2021 (File No. 001-38452)). |
| 10.13††† | License Agreement, dated January 13, 2020, between OncoMed Pharmaceuticals, Inc., Mereo BioPharma Group plc and Oncologie, Inc. (incorporated by reference to Exhibit 4.45 to Mereo’s Form 20-F filed March 31, 2021 (File No. 001-38452)). |
| 10.14 | Form of Convertible Loan Instrument, dated February 10, 2020 relating to Mereo BioPharma Group plc (incorporated by reference to Exhibit 4.28 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.15 | Form of Warrant Instrument, dated February 10, 2020 relating to Mereo BioPharma Group plc (incorporated by reference to Exhibit 4.29 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452). |
| 10.16 | Deed of Consent and Amendment to Note Instrument, dated November 24, 2020 between Mereo BioPharma Group plc. and Novartis Pharma AG (incorporated by reference to Exhibit 4.30 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.17 | Deed of Consent and Amendment to Warrant Instrument, dated November 24, 2020 between Mereo BioPharma Group plc. and Novartis Pharma AG (incorporated by reference to Exhibit 4.31 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.18†† | Collaboration and License Agreement, dated December 17, 2020, between Mereo BioPharma 3 Limited and Ultragenyx Pharmaceutical Inc. (incorporated by reference to Exhibit 4.32 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.19 | Amended and restated Contract of Employment, dated September 3, 2021, between Mereo BioPharma Group plc and Denise Scots-Knight (incorporated by reference to Exhibit 4.33 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.20 | Amended and restated Contract of Employment, dated September 3, 2021, between Mereo BioPharma Group plc and Christine Fox (incorporated by reference to Exhibit 4.34 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.21 | Amended and restated Contract of Employment, dated September 3, 2021, between Mereo BioPharma Group plc and Charles Sermon (incorporated by reference to Exhibit 4.36 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.22 | Amended and restated Contract of Employment, dated September 16, 2021, between Mereo BioPharma Group plc and Alexandra (Wills) Hughes-Wilson (incorporated by reference to Exhibit 4.37 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.23 | Form of Change in Control and Severance Agreement for Executives employed by Mereo Biopharma 5, Inc. (incorporated by reference to Exhibit 4.40 to Mereo’s 20-F filed March 31, 2022 (File No. 001-38452)). |
| 10.24 | Form of Letter of Appointment for members of the board of directors of Mereo BioPharma Group plc. (incorporated by reference to Exhibit 4.17 to Mereo’s Form F-4 filed March 28, 2023 (File No. 333-229351)). |
| ExhibitNumber | Description of Exhibit |
| 10.25 | Deed of Consent and Amendment to Note Instrument, dated February 9, 2023 between Mereo BioPharma Group plc and Novartis Pharma AG (incorporated by reference to Exhibit 4.46 to Mereo’s Form 20-F filed March 28, 2023 (File No. 001-38452)). |
| 10.26 | Form of Warrant Instrument, dated February 10, 2023, relating to Mereo BioPharma Group plc (incorporated by reference to Exhibit 4.47 to Mereo’s Form 20-F filed March 28, 2023 (File No. 001-38452)). |
| 10.27 | Deferred Compensation Plan for Non-Employee Directors, as amended on December 13, 2023 (incorporated by reference to Exhibit 4.3 to Mereo’s S-8 filed January 23, 2024 (File No. 333-276656)). |
| 10.28 | Form of Performance Based Restricted Stock Unit Award Agreement under the Plan (incorporated by reference to Exhibit 4.4 to Mereo’s Form S-8 filed January 24, 2023 (File No. 333-269388)) |
| 10.29 | Form of Restricted Stock Unit Award Agreement under the Plans (incorporated by reference to Exhibit 4.5 to Mereo’s Form S-8 filed January 24, 2023 (File No. 333-269388)) |
| 10.30*††† | License Agreement, dated December 11, 2023, between Mereo BioPharma Group plc and ReproNovo SA. |
| 19.1* | Insider Trading Policy |
| 21.1 | List of Subsidiaries of Mereo BioPharma Group plc. (incorporated by reference to Exhibit 8.1 Mereo’s Form 20-F filed March 28, 2023 (File No. 001-38452)) |
| 23.1* | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
| 24.1* | Power of Attorney (included on signature page of this report). |
| 31.1* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Mereo BioPharma Group plc Compensation Recovery Policy |
| 101 | The following materials from this Annual Report on Form 10-K formatted in XBRL (Extensible Business Reporting Language) are furnished herewith: (i) the Report of Independent Registered Public Accounting Firm, (ii) the consolidated statements of financial position data, (iii) the consolidated statements of comprehensive loss data, (iv) the consolidated statements of changes in shareholders’ equity (capital deficiency), (v) the consolidated statements of cash flows, and (vi) the notes to consolidated financial statements, in each case tagged as blocks of text and in detail. |
| 104 | Cover Page Interactive Data File. |
- Filed herewith.
† Portions of this exhibit are subject to a previously filed confidential treatment order pursuant to Rule 406 under the Securities Act.
†† Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K and the Company agrees to furnish supplementally to the Commission a copy of any omissions upon request.
††† Certain portions of this exhibit have been omitted because they are not material and they are the type of information that the Registrant treats as private or confidential.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.