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Mereo BioPharma (NASDAQ: MREO) given 2027 Nasdaq deadline

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mereo BioPharma Group plc (MREO) reports it has received a second notice from Nasdaq that its American Depositary Shares remain below the $1.00 per share minimum bid price required for continued listing on the Nasdaq Capital Market. The company has been granted an additional 180-day compliance period, until February 16, 2027, to meet this Bid Price Requirement by achieving a closing bid of at least $1.00 for 10 consecutive business days. If compliance is not regained by that date, Nasdaq staff will move to delist the securities, though Mereo would be able to appeal to a Nasdaq Hearings Panel. The company states that the notices have no immediate effect on trading and that it will continue monitoring its share price and may consider options to regain compliance.

Positive

  • None.

Negative

  • Risk of Nasdaq delisting if bid price not restored by February 16, 2027, which could reduce liquidity and market visibility for the company’s American Depositary Shares.
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.
Nasdaq minimum bid price requirement $1.00 per share Required closing bid price for continued listing on the Nasdaq Capital Market
Initial compliance period length 180 calendar days Initial period ending August 17, 2026 to regain bid price compliance
Second compliance period length 180 calendar days Additional period ending February 16, 2027 to regain bid price compliance
Consecutive days required at or above $1.00 10 business days Trading requirement to demonstrate restored compliance with the Bid Price Requirement
First Nasdaq notice date February 17, 2026 Date Mereo was first notified of non-compliance with the minimum bid price rule
Second Nasdaq notice date August 18, 2026 Date Mereo received the second notice granting an additional compliance period
Bid Price Requirement regulatory
"it no longer met the requirement to maintain a minimum bid price"
A bid price requirement is a rule that specifies the minimum price a buyer must offer per share when making an official purchase proposal, tender offer, auction bid, or similar transaction. It matters to investors because it sets a floor for negotiations and valuation—like a reserve price in an auction—ensuring bids meet regulatory, contract or market standards and helping shareholders and markets judge whether an offer is fair or likely to succeed.
Nasdaq Capital Market regulatory
"for continued listing on The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq Listing Rule 5550(a)(2) regulatory
"under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”)"
forward-looking statements regulatory
"contains “forward-looking statements.” All statements other than statements of historical fact"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What Nasdaq issue did Mereo BioPharma Group plc (MREO) disclose in this 8-K?
Mereo disclosed it remains non-compliant with Nasdaq’s $1.00 minimum bid price requirement and has received a second notice. The company now has an additional 180 days to restore compliance before potential delisting actions.

What is the new deadline for MREO to regain Nasdaq bid price compliance?
Mereo has until February 16, 2027 to regain compliance with Nasdaq’s $1.00 minimum bid price requirement. During this second 180-day period, it must achieve a closing bid of at least $1.00 for 10 consecutive business days.

What happens if MREO fails to meet the $1.00 bid price by February 16, 2027?
If Mereo does not regain compliance by February 16, 2027, Nasdaq staff will issue a notice that its securities will be delisted. At that point, the company may appeal the determination to a Nasdaq Hearings Panel.

Does the Nasdaq non-compliance notice immediately affect trading of MREO ADSs?
The company states the first and second Nasdaq notices have no immediate effect on the listing of its American Depositary Shares. The ADSs continue to trade on the Nasdaq Capital Market while it works to regain compliance.

What must MREO’s share price do to regain Nasdaq bid price compliance?
To regain compliance, Mereo’s American Depositary Shares must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the second 180-day compliance period.

What risks does Mereo highlight in connection with maintaining its Nasdaq listing?
Mereo notes there can be no assurance it will regain or maintain compliance with Nasdaq requirements. It cites risks including funding needs, clinical development uncertainties and dependence on strategic partners and key executives.

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

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Understanding 8-K Material Events →
falsetrue0001719714X000-000000000017197142026-02-172026-02-170001719714dei: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): August 18, 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

 

As previously disclosed, on February 17, 2026, Mereo BioPharma Group plc (the “Company”) received a written notice (the “First Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it no longer met the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the “Capital Market”) under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until August 17, 2026, to regain compliance with the Bid Price Requirement.

On August 18, 2026, the Company received a second notice (the “Second Notice”) from the Staff indicating that, while the Company has not yet regained compliance with the Bid Price Requirement, the Company is eligible for an additional 180 calendar day period, or until February 16, 2027 (the “Second Compliance Period”), to regain compliance.

If at any time during the Second Compliance Period, the closing bid price of the Company’s American Depositary Shares (“ADSs”) is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance. If the Company does not regain compliance by the end of the Second Compliance Period, the Staff will provide written notice that the Company’s securities will be delisted. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel. There can be no assurance that the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements.

The First Notice and the Second Notice have no immediate effect on the listing of the Company’s ADSs on the Capital Market. The Company intends to continue to monitor the closing bid price of its ADSs and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.

 

 

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. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook,” “will,” “continue” 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; the sufficiency of existing cash to fund operations and/or the inability to raise additional funding on favorable terms or at all; the uncertainty inherent in regulatory review processes, including varying interpretations and analyses of data from clinical trials; Mereo’s dependence on enrollment of patients in its clinical trials; potentially smaller than anticipated market opportunities for Mereo’s product candidates; Mereo’s dependence on its key executives; the Company’s dependence on its strategic partners; and the Company’s ability to maintain compliance with Nasdaq continued listing requirements. 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: August 19, 2026

By:

/s/ Charles Sermon

 

 

Name:

Charles Sermon

 

 

Title:

General Counsel

 

 

Source: View Original Filing on SEC EDGAR

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