Mereo BioPharma Group plc received an amended Schedule 13G/A from investment entities affiliated with Northpond, including Northpond Ventures funds and Michael P. Rubin, stating they beneficially own 0 ordinary shares, representing 0.0% of the class, as of December 31, 2025.
The filing clarifies that CUSIP 589492107 applies to the American Depositary Shares, with each ADS representing five ordinary shares. The reporting persons also certify that the securities referenced were not acquired or held for the purpose of changing or influencing control of Mereo BioPharma.
Positive
None.
Negative
None.
Insights
Northpond-affiliated holders report exiting their Mereo BioPharma position.
Affiliates of Northpond Ventures and individual reporting person Michael P. Rubin now report beneficial ownership of 0 ordinary shares and 0.0% of Mereo BioPharma’s equity as of December 31, 2025. This reflects a full exit relative to prior >5% status.
The filing is a position-update disclosure, not a capital-raising event by Mereo BioPharma. It does not describe the timing, price, or method of any transactions that led to the reduced ownership, so market impact cannot be inferred from this document alone.
The reporting group also certifies the holdings were not acquired or held to influence control, aligning this with a passive investment stance. Future company filings may provide additional context on the shareholder base if other large investors cross ownership thresholds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Mereo BioPharma Group plc
(Name of Issuer)
Ordinary Shares, par value GBP 0.003 per share
(Title of Class of Securities)
589492107
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Northpond Ventures, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Northpond Ventures GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Northpond Ventures II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Northpond Ventures II GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
NPV Listed, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Northpond Ventures, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
589492107
1
Names of Reporting Persons
Michael P. Rubin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
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/A.
(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
(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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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/A sets forth the aggregate number of ordinary shares of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
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.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of the ordinary shares of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Northpond Ventures, LP
Signature:
/s/ Patrick Smerkers
Name/Title:
By: Northpond Ventures GP, LLC, its General Partner, By Patrick Smerkers, Authorized Signatory
Date:
02/17/2026
Northpond Ventures GP, LLC
Signature:
/s/ Patrick Smerkers
Name/Title:
By Patrick Smerkers, Authorized Signatory
Date:
02/17/2026
Northpond Ventures II, LP
Signature:
/s/ Patrick Smerkers
Name/Title:
By: Northpond Ventures II GP, LLC, its General Partner, By Patrick Smerkers, Authorized Signatory
Date:
02/17/2026
Northpond Ventures II GP, LLC
Signature:
/s/ Patrick Smerkers
Name/Title:
By Patrick Smerkers, Authorized Signatory
Date:
02/17/2026
NPV Listed, LLC
Signature:
/s/ Patrick Smerkers
Name/Title:
By Northpond Ventures, LLC, its Manager, By Patrick Smerkers, CFO, Partner
Date:
02/17/2026
Northpond Ventures, LLC
Signature:
/s/ Patrick Smerkers
Name/Title:
By Patrick Smerkers, CFO, Partner
Date:
02/17/2026
Michael P. Rubin
Signature:
/s/ Michael P. Rubin
Name/Title:
Michael P. Rubin
Date:
02/17/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on June 11, 2025).
What does the Northpond Schedule 13G/A say about Mereo BioPharma (MREO) ownership?
The amended Schedule 13G/A reports that Northpond-affiliated entities and Michael P. Rubin now beneficially own 0 ordinary shares of Mereo BioPharma, or 0.0% of the class, as of December 31, 2025. This indicates they no longer hold a reportable equity stake in the company.
Who are the reporting persons in the Mereo BioPharma (MREO) Schedule 13G/A?
The reporting persons are Northpond Ventures LP, Northpond Ventures GP, LLC, Northpond Ventures II LP, Northpond Ventures II GP, LLC, NPV Listed, LLC, Northpond Ventures, LLC, and Michael P. Rubin. They collectively filed the ownership report but expressly disclaim status as a group.
What percentage of Mereo BioPharma (MREO) does Northpond now own?
Each reporting person discloses beneficial ownership of 0 ordinary shares, representing 0.0% of Mereo BioPharma’s outstanding ordinary shares as of December 31, 2025. This reflects ownership of 5 percent or less of the class, triggering an update.
How are Mereo BioPharma (MREO) ADSs related to ordinary shares in this filing?
The filing explains that CUSIP 589492107 applies to Mereo BioPharma’s American Depositary Shares, not the ordinary shares. Each ADS represents five ordinary shares, providing the share-equivalence context for the reported ownership information.
Does the Northpond filing aim to influence control of Mereo BioPharma (MREO)?
The reporting persons certify that the securities were not acquired or held to change or influence control of Mereo BioPharma. They also state the holdings were not part of any transaction with that purpose, except activities related to a nomination under Rule 14a-11.
What is the key ownership threshold discussed in the Mereo BioPharma (MREO) Schedule 13G/A?
The filing references ownership of 5 percent or less of a class of securities. By reporting 0 ordinary shares and 0.0% ownership, the Northpond-affiliated reporting persons indicate they no longer exceed the 5 percent reporting threshold for Mereo BioPharma’s ordinary shares.
