UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| * | Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC. |
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 14, 2024, Mereo BioPharma Group plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Leerink Partners LLC and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten offering of 12,531,300 American Depositary Shares (“ADSs”), each representing five ordinary shares, nominal value £0.003 per share (the “Underwritten Securities”). All of the Underwritten Securities are being sold by the Company. The offering price of the Underwritten Securities is $3.99 per ADS, and the Underwriters have agreed to purchase the Underwritten Securities from the Company pursuant to the Underwriting Agreement at a price of $3.75060 per ADS. The Company expects to receive net proceeds from the offering of approximately $45.9 million, after deducting underwriting discounts and commissions and estimated offering expenses. The offering is expected to close on or about June 17, 2024, subject to the satisfaction of customary closing conditions.
The Securities will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-279433) that was previously filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2024 and became effective on May 22, 2024 (the “Registration Statement”), a base prospectus dated May 22, 2024 and a related prospectus supplement dated June 14, 2024.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.
A copy of the legal opinion and consent of Latham & Watkins (London) LLP relating to the validity of the issuance and sale of the Securities is attached as Exhibit 5.1 hereto and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On June 14, 2024, the Company issued a press release announcing the pricing of the underwritten offering, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated June 14, 2024, by and among the Company and Jefferies LLC, Leerink Partners LLC and Cantor Fitzgerald & Co. as underwriters. | |
| 5.1 | Opinion of Latham & Watkins (London) LLP. | |
| 23.1 | Consent of Latham & Watkins (London) LLP (contained in Exhibit 5.1). | |
| 99.1 | Press Release, dated June 14, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 14, 2024
| MEREO BIOPHARMA GROUP PLC | ||
| By: | /s/ Charles Sermon | |
| Name: | Charles Sermon | |
| Title: | General Counsel | |