Amendment: SEC Form SC 13D/A filed by Mereo BioPharma Group plc
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D |
| Under the Securities Exchange Act of 1934 |
| (Amendment No. 15)* |
|
Mereo BioPharma Group plc |
| (Name of Issuer) |
|
Ordinary Shares, £0.003 par value |
| (Title of Class of Securities) |
|
589492107** |
| (CUSIP Number) |
Rubric Capital Management
LP
155 East 44th St, Suite 1630
New York, NY 10017
Attention: Brian Kleinhaus
212-418-1888
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
|
June 17, 2024 |
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x
**There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 589492107 has been assigned to the American Depositary Receipts ("ADSs") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "MREO." Each ADS represents 5 Ordinary Shares.
(Page 1 of 6 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 589492107 | SCHEDULE 13D | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSON Rubric Capital Management LP
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF
| |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
| |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0-
| ||
| 8 | SHARED VOTING POWER 108,486,735 Ordinary Shares (including 76,536,735 Ordinary Shares represented by 15,307,347 ADSs)
| |||
| 9 | SOLE DISPOSITIVE POWER -0-
| |||
| 10 | SHARED DISPOSITIVE POWER 108,486,735 Ordinary Shares (including 76,536,735 Ordinary Shares represented by 15,307,347 ADSs)
| |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 108,486,735 Ordinary Shares (including 76,536,735 Ordinary Shares represented by 15,307,347 ADSs)
| |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.20%
| |||
| 14 | TYPE OF REPORTING PERSON PN, IA
| |||
| CUSIP No. 589492107 | SCHEDULE 13D | Page 3 of 6 Pages |
| 1 | NAME OF REPORTING PERSON David Rosen
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF
| |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
| |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 | SOLE VOTING POWER -0-
| ||
| 8 | SHARED VOTING POWER 108,486,735 Ordinary Shares (including 76,536,735 Ordinary Shares represented by 15,307,347 ADSs)
| |||
| 9 | SOLE DISPOSITIVE POWER -0-
| |||
| 10 | SHARED DISPOSITIVE POWER 108,486,735 Ordinary Shares (including 76,536,735 Ordinary Shares represented by 15,307,347 ADSs)
| |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 108,486,735 Ordinary Shares (including 76,536,735 Ordinary Shares represented by 15,307,347 ADSs)
| |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.20%
| |||
| 14 | TYPE OF REPORTING PERSON IN
| |||
| CUSIP No. 589492107 | SCHEDULE 13D | Page 4 of 6 Pages |
This Schedule 13D amends the Schedule 13D initially filed by the Reporting Persons with the Securities and Exchange Commission on May 26, 2022 with respect to the ordinary shares of stock, par value , £0.003 par value per share (the “Ordinary Shares”), of Mereo BioPharma Group plc, a public limited company under the laws of England and Wales (the “Issuer”), which was subsequently amended on June 9, 2022, June 14, 2022, August 24, 2022, September 23, 2022, October 28, 2022, June 14, 2023, October 31, 2023, November 2, 2023, November 6, 2023, November 8, 2023, November 13, 2023, November 15, 2023, November 20, 2023, and April 16, 2024 (collectively, including this amendment, the “Schedule 13D”).
Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended by adding the following.
On June 14, 2024, the Issuer filed a Form 8-K dated June 14, 2024 (the “Form 8-K”), and a Form 424B5 dated June 14, 2024, with the Securities and Exchange Commission in connection with an underwritten offering of 12,531,300 ADSs (such Form 424B5, “Form 424B5,” and such offering, the “Offering”) by the Issuer. The Reporting Persons have purchased 1,754,350 ADSs in the Offering. The Reporting Persons are subject to a lock-up agreement with respect to such ADSs, a form of which is attached as an exhibit to the Underwriting Agreement dated June 14, 2024 between the Issuer and the underwriters to the Offering (the “Underwriting Agreement,” a form of which is attached as Exhibit 1.1 to the Form 8-K).
| Item 5. | INTERESTS IN SECURITIES OF THE ISSUER |
| a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 764,005,934 Ordinary Shares reported to be outstanding as of June 17, 2024 in Form 424B5. |
| c) | Schedule A annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 13. All such transactions were effected in the open market unless otherwise noted herein. |
| CUSIP No. 589492107 | SCHEDULE 13D | Page 5 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 17, 2024
| RUBRIC CAPITAL MANAGEMENT LP | ||
| By: | /s/ Michael Nachmani | |
| Name: | Michael Nachmani | |
| Title: | Chief Operating Officer | |
| /s/ David Rosen | ||
| DAVID ROSEN | ||
| CUSIP No. 589492107 | SCHEDULE 13D | Page 6 of 6 Pages |
SCHEDULE A
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 13
| Nature of Transaction |
Securities Purchased |
Price per Security ($) |
Date of Purchase/Sale |
| Purchase of ADS | 1,754,350 | 3.99 | 06/17/2024 |