Amended Securities Registration (section 12(b)) (8-a12b/a)
May 17 2022 - 8:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Amendment No. 2
to
Form 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
MEREO
BIOPHARMA GROUP PLC
(Exact name of registrant as specified in its charter)
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England and Wales |
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Not Applicable |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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4th Floor, One Cavendish Place,
London, W1G 0QF, United Kingdom |
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Not Applicable |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title for each class
to be so registered |
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Name of each exchange on
which each class is to be registered |
American Depositary Shares, each representing five ordinary shares, nominal value £0.003 per share |
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The Nasdaq Stock Market LLC |
Ordinary Shares, nominal value £0.003 per share* |
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The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
* |
Not for trading, but only in connection with the listing of the American Depositary Shares pursuant to the
requirements of the Securities and Exchange Commission. |
If this form relates to the registration of a class of securities concurrently
with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file
number to which this form relates (if applicable): File Nos. 333-258495, 333-262151, 333-252147,
333-236498 and 333-231636
Securities to be registered pursuant to
Section 12(g) of the Act: None.
EXPLANATORY NOTE
This Amendment No. 2 on Form 8-A/A amends and restates in its entirety the information set forth
in Amendment No. 1 to the Registration Statement on Form 8-A previously filed by Mereo BioPharma Group plc (the Company) with the Securities and Exchange Commission (the
Commission) on April 12, 2019.
Item 1. Description of Registrants Securities to be Registered.
The Company hereby incorporates by reference (a) the description of its ordinary shares, nominal value £0.003 per share (the
Ordinary Shares) and (b) the description of its American Depositary Shares, each representing five Ordinary Shares (the American Depositary Shares), contained in Exhibit 2.2 to the Companys Annual Report on Form 20-F for the year ended December 31, 2021 and incorporated by reference to Exhibit 2.2 to the Companys Annual Report on Form 20-F for the year ended
December 31, 2020. The description of the Companys Ordinary Shares is qualified in its entirety by reference to the Companys amended articles of association, filed as Exhibit 3.1 to the Companys Report on Form 6-K filed with the Commission on May 17, 2022 and incorporated herein by reference. In addition, the above-referenced descriptions included in any prospectus forming a part of any Registration Statement and
subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
Under the
Instructions as to Exhibits section of Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on The Nasdaq Stock Market LLC and the securities
registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 17, 2022
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MEREO BIOPHARMA GROUP PLC |
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By: |
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/s/ Charles Sermon |
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Name: Charles Sermon |
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Title: General Counsel |
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