Mereo BioPharma warned on Nasdaq $1 bid minimum

Mereo BioPharma Group plc has received a Nasdaq notice that its American Depositary Shares have not met the required minimum bid price of $1.00 for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.

Rhea-AI Filing Summary

Mereo BioPharma Group plc has received a Nasdaq notice that its American Depositary Shares have not met the required minimum bid price of $1.00 for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.

The company has 180 calendar days, until August 17, 2026, to regain compliance by having a closing bid price of at least $1.00 for 10 consecutive business days, a period Nasdaq staff may extend at its discretion. If compliance is not restored by then, Mereo could receive a further 180-day grace period if it meets other Nasdaq initial listing standards and commits to curing the deficiency. Failing that, the ADSs may be delisted, though the company could appeal. The ADSs continue to trade under “MREO,” and management states business operations are not currently affected, while acknowledging there is no assurance it will regain or maintain Nasdaq listing compliance.

Positive

• None.

Negative

• Nasdaq bid-price deficiency and delisting risk: Mereo’s ADSs failed to meet Nasdaq’s $1.00 minimum bid for 30 consecutive business days, starting a formal process that could result in Nasdaq Capital Market delisting if compliance is not regained within the 180-day period ending August 17, 2026 or any subsequent grace period.

Insights

Equity & Listing Standards Analyst

Nasdaq bid-price deficiency raises real delisting risk for Mereo.

Mereo BioPharma has fallen below Nasdaq’s $1.00 minimum bid price for 30 consecutive business days. This triggers a formal deficiency process that can ultimately lead to delisting from the Nasdaq Capital Market if not corrected within defined grace periods.

The company has until August 17, 2026 to regain compliance by maintaining a $1.00 or higher closing bid for at least 10 consecutive business days, with a potential additional 180 days if it meets other initial listing standards. Actual outcomes will depend on share-price performance and any actions the company takes within these windows.

If compliance is not restored and no successful appeal is made, the ADSs could be removed from Nasdaq, which typically reduces trading liquidity and may affect investor access. Subsequent company filings and Nasdaq communications will clarify whether Mereo secures an extension, regains compliance, or faces delisting.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Mereo BioPharma Group plc (MREO) disclose in this 8-K?

Mereo BioPharma disclosed it received a Nasdaq notice that its ADSs failed to maintain the required $1.00 minimum bid price for 30 consecutive business days, starting a compliance timeline that could eventually lead to delisting from the Nasdaq Capital Market if not remedied.

How long does Mereo BioPharma (MREO) have to fix the Nasdaq $1.00 bid-price issue?

Mereo has 180 calendar days, until August 17, 2026, to regain compliance by achieving a closing bid price of at least $1.00 for 10 consecutive business days. Nasdaq staff may extend that 10-day requirement, and a further 180-day grace period may be available if other standards are met.

Are Mereo BioPharma’s (MREO) ADSs being delisted from Nasdaq now?

No, the ADSs are not being delisted immediately. The shares continue trading on the Nasdaq Capital Market under the symbol “MREO.” The notice starts a compliance period; delisting would occur only if Mereo fails to regain compliance and any appeal is unsuccessful.

What happens if Mereo BioPharma (MREO) cannot regain Nasdaq bid-price compliance?

If Mereo does not regain compliance by August 17, 2026, it may qualify for an additional 180-day grace period if other Nasdaq initial listing standards are met. If compliance is still not restored, Nasdaq may delist the ADSs, subject to Mereo’s right to appeal to a hearing panel.

Does the Nasdaq notice affect Mereo BioPharma’s (MREO) business operations?

The company states its business operations are not affected by the Nasdaq notification. The primary impact concerns listing status and share trading on the Nasdaq Capital Market, although the company notes there is no assurance it will regain or maintain compliance with all Nasdaq listing criteria.

What minimum bid price does Mereo BioPharma (MREO) need to maintain to regain compliance?

To regain compliance, Mereo’s ADSs must have a closing bid price of at least $1.00 per ADS for a minimum of 10 consecutive business days within the 180-day compliance period ending August 17, 2026, unless Nasdaq staff chooses to extend that 10-day requirement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/17/2026 - 04:30 PM Learn about SEC filing dates

0001719714falsetrueX000-000000000017197142026-02-172026-02-170001719714dei:AdrMember2026-02-172026-02-170001719714us-gaap:CommonStockMember2026-02-172026-02-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2026

MEREO BIOPHARMA GROUP PLC

(Exact name of registrant as specified in its charter)

England and Wales		001-38452		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4th Floor, One Cavendish Place,

London, W1G 0QF

United Kingdom

(Address of principal executive offices, including zip code)

+44-333-023-7300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
American Depositary Shares, each representing five Ordinary Shares, par value £0.003 per share		MREO		The Nasdaq Stock Market LLC
Ordinary Shares, nominal value £0.003 per share*		*		The Nasdaq Stock Market LLC

*Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 17, 2026, Mereo BioPharma Group plc (the “Company”) received a letter (the “Notification Letter”) from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its American Depositary Shares (“ADSs”) failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notification Letter does not result in the immediate delisting of the Company’s ADSs, and the ADSs will continue to trade uninterrupted under the symbol “MREO.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until August 17, 2026 (the “Compliance Period”), to regain compliance with the Bid Price Requirement. If at any time during the Compliance Period, the closing bid price per ADS of the Company’s ADSs is at least $1.00 for a minimum of 10 consecutive business days (unless the Nasdaq staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by August 17, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company would be required to meet the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on the Nasdaq Capital Market, with the exception of the Bid Price Requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company does not regain compliance during the Compliance Period and is not eligible for an additional grace period, Nasdaq would provide written notice that the ADSs are subject to delisting from the Nasdaq Capital Market. In that event, the Company may appeal such determination to a hearing panel. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the panel, such appeal would be successful.

The Company intends to monitor the closing bid price of its ADSs and its business operations are not affected by the receipt of the Notification Letter. However, there can be no assurance that the Company will be able to regain compliance for continued listing on Nasdaq or will otherwise be in compliance with other Nasdaq listing criteria and that the Company will be able to maintain its listing with Nasdaq.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements.” All statements other than statements of historical fact contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of the Company’s operations or operating results, and include without limitation statements regarding Mereo’s intent to monitor the closing bid price of its ADSs, the effect of the Notification Letter on business operations, and Mereo’s ability to regain compliance with applicable Nasdaq listing requirements. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on Mereo’s current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on Mereo. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Mereo will be those that it anticipates. All of Mereo’s forward-looking statements involve known and unknown risks and uncertainties some of which are significant or beyond its control and assumptions that could cause actual results to differ materially from Mereo’s historical experience and its present expectations or projections. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical development process; Mereo’s reliance on third parties to conduct and provide funding for its clinical trials; Mereo’s dependence on enrollment of patients in its clinical trials; and Mereo’s dependence on its key executives. You should carefully consider the foregoing factors and the other risks and uncertainties that affect Mereo’s business, including those described in the “Risk Factors” section of its latest Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in Mereo’s subsequent filings with the Securities and Exchange Commission. Mereo wishes to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Mereo undertakes no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	MEREO BIOPHARMA GROUP PLC
Date: February 17, 2026	By:	/s/ Christine Fox
		Name:	Christine Fox
		Title:	Chief Financial Officer

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 56.9 KB