Mereo BioPharma Group plc ADR 2024年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit and post such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting 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 periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal 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 that prepared 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 theregistrant included 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-based compensation 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☐NoThe aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30,2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $471,388,208.As of March 25, 2025 the number of outstanding ordinary shares, par value £0.003 per share, of the registrant was795,001,444 Portions of the registrant’s definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders (“ProxyStatement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such ProxyStatement will be filed with the United States Securities and Exchange Commission within 120 days after the end of the fiscalyear to which this report relates. Table of Contents PART I Item 1.Business5Item 1A.Risk Factors34Item 1B.Unresolved Staff Comments83Item 1C.Cybersecurity83Item 2.Properties84Item 3.Legal Proceedings84Item 4.Mine Safety Disclosures84 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities85Item 6.[Reserved]85Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations86Item 7A.Quantitative and Qualitative Disclosures About Market Risk96 Item 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 StockholderMatters99Item 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 onForm 10-K (defined below) to: •“AATD” are to alpha-1 antitrypsin deficiency, a lack of alpha 1 anti-trypsin protein, a protein made by the liverthat’s released into the bloodstream to protect the body from neutrophil serine proteases damaging the lungs; •“Acumapimod”