| Item 1. | |
| (a) | Name of issuer:
Mereo BioPharma Group plc |
| (b) | Address of issuer's principal executive offices:
4th Floor, One Cavendish Place, London, X0, W1G 0QF. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Northpond Ventures, LP ("Northpond Fund")
Northpond Ventures GP, LLC ("Northpond GP LLC")
Northpond Ventures II, LP ("Northpond Fund II")
Northpond Ventures II GP, LLC ("Northpond GP II LLC")
NPV Listed, LLC ("NPV Listed")
Northpond Ventures, LLC ("Northpond Ventures")
Michael P. Rubin ("Rubin")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each Reporting Person is:
7500 Old Georgetown Road, Suite 800
Bethesda, MD 20814 |
| (c) | Citizenship:
Northpond Fund Delaware
Northpond GP LLC Delaware
Northpond Fund II Delaware
Northpond GP II LLC Delaware
NPV Listed Delaware
Northpond Ventures Delaware
Rubin United States
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| (d) | Title of class of securities:
Ordinary Shares, par value GBP 0.003 per share |
| (e) | CUSIP No.:
589492107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
There is no CUSIP number assigned to the ordinary shares. CUSIP number 589492107 has been assigned to the American Depositary Shares ("ADSs") of the Issuer. Each ADS represents five ordinary shares.
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) ordinary shares in the form of 7,044,739 ADSs directly held by Northpond Fund; (ii) ordinary shares in the form of 3,290,891 ADSs directly held by Northpond Fund II; (iii) ordinary shares in the form of 568,570 ADSs directly held by NPV Listed.
Northpond GP LLC is the general partner of Northpond Fund, Northpond GP II LLC is the general partner of Northpond Fund II and Northpond Ventures is the manager of NPV Listed. Rubin is the managing member of each of Northpond GP LLC, Northpond GP II LLC and Northpond Ventures and has voting and dispositive power over the securities held by each of Northpond Fund, Northpond Fund II and NPV Listed.
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| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon upon 795,001,444 ordinary shares outstanding as of May 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 13, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)