Mereo BioPharma Group plc ADR 2025年度报告

* Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuantto the requirements of the U.S. Securities and Exchange Commission.Securities registered pursuant to Section 12(g) of the Act: None 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto 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 be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 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 filer†Accelerated filer†Non-accelerated filerշSmaller reporting companyշEmerging growth company† 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.† 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 firmthat prepared or issued its audit report.ն 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).ն Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).նYesշNo The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, thelast business day of the registrant’s most recently completed second fiscal quarter, was approximately $368,470,120. Portions of the registrant’s definitive Proxy Statement relating to its 2026 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 UnitedStates Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. PART IItem 1.Business6Item 1A.Risk Factors36Item 1B.Unresolved Staff Comments85Item 1C.Cybersecurity85Item 2.Properties86Item 3.Legal Proceedings87Item 4.Mine Safety Disclosures87PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities88Item 6.[Reserved]88Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations89Item 7A.Quantitative and Qualitative Disclosures About Market Risk99Item 8.Financial Statements and Supplementary Data99Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure99Item 9A.Controls and Procedures99Item 9B.Other Information100Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections100PART IIIItem 10.Directors, Executive Officers and Corporate Governance101Item 11.Executive Compensation101Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters101Item 13.Certain Relationships and Related Transactions, and Director Independence101Item 14.Principal Accountant Fees and Services101PART IVItem 15.Exhibit and Financial Statement Schedules102Item 16.Form 10-K Summary106Signatures CERTAIN DEFINITIONS Unless otherwise indicated and except where the context otherwise requires, references in this Annual Report on Form 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 liver that’sreleased into the bloodstream to protect the body from neutrophil serine proteases damaging the lungs;•“Acumapimod” are to an oral p38 MAP kinase inhibitor for potential treatment of AECOPD;•“Alvelestat” are to an oral neutrophil elastase inhibitor for potential treatment of AATD;•"ADO2" are to Autosomal Dominant Osteopetrosis Type 2, an inherited metabolic bone disorder characterized byimpaired osteoclast function.•“ADSs” are to our American Depositary Shares, each of which repre