Mereo BioPharma Group plc ADR 2024年度报告

* Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to therequirements of the U.S. Securities and Exchange Commission.Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYes xNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.oYes xNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.xYes oNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files).xYesoNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 fileroAccelerated fileroNon-accelerated filer☒Smaller reporting company☒Emerging growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, was approximately $471,388,208. As of March 25, 2025the number of outstanding ordinary shares, par value £0.003 per share, of the registrant was795,001,444 DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders (“Proxy Statement”) areincorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the United StatesSecurities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff Comments Item 2.Properties84Item 3.Legal Proceedings84Item 4.Mine Safety Disclosures84PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities85Item 6.[Reserved]85Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations86Item 7A.Quantitative and Qualitative Disclosures About Market Risk96Item 8.Financial Statements and Supplementary Data97Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure97Item 9A.Controls and Procedures97Item 9B.Other Information97Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections98PART IIIItem 10.Directors, Executive Officers and Corporate Governance99Item 11.Executive Compensation99Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters99Item 13.Certain Relationships and Related Transactions, and Director Independence99Item 14.Principal Accountant Fees and Services99PART IVItem 15.Exhibit and Financial Statement Schedules100Item 16.Form 10-K Summary104Signatures CERTAIN DEFINITIONS Unless otherwise indicated and except where the context otherwise requires, references in this Annual Report o