Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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Vivo Capital IX, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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3,149,540 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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3,149,540 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,149,540 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.5% (2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The securities include (i) 2,439,885 ordinary shares,
nominal value £0.003 per share (the “Ordinary Shares”) of Mereo BioPharma Group plc (the “Issuer”)
acquired in a private placement of the Issuer closed on June 4, 2020 (the “Private Placement”), which will be represented
by 487,977 American Depositary Shares (“ADS”), and (ii) 709,655 Ordinary Shares, represented by 141,931 ADSs, acquired
on the open market after the closing of the Private Placement. The securities do not include (i) 4,197,175 Ordinary Shares issuable
upon exercise of certain warrants granted in the Private Placement, the exercise of which is subject to the approval of the Issuer’s
shareholders and a beneficial ownership limitation of 9.99% of the Issuer’s outstanding Ordinary Shares, or (ii) 5,954,465
Ordinary Shares issuable upon conversion of certain convertible loan notes issued in the Private Placement, the conversion of
which is subject to the approval of the Issuer’s shareholders and a beneficial ownership limitation of 9.99% of the Issuer’s
outstanding Ordinary Shares. The securities are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is the general
partner of Vivo Capital Fund IX, L.P.
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(2)
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Based on 213,652,487 Ordinary Shares issued and outstanding
as of June 5, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on June
5, 2020, which is the sum of (i) 124,507,857 Ordinary Shares outstanding as of May 30, 2020, and (ii) 89,144,630 Ordinary Shares
issued in the Private Placement.
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.
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1
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NAMES OF REPORTING PERSONS
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Vivo Opportunity, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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14,114,751 (1)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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14,114,751 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,114,751 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.6% (2)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1)
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The securities include (i) 10,934,406 Ordinary Shares
of the Issuer acquired in the Private Placement, which will be represented by 2,186,881 American Depositary Shares (“ADS”),
and (ii) 3,180,345 Ordinary Shares, represented by 636,069 ADSs, acquired on the open market after the closing of the Private
Placement. The securities do not include (i) 18,809,737 Ordinary Shares issuable upon exercise of certain warrants granted in
the Private Placement, the exercise of which is subject to the approval of the Issuer’s shareholders and a beneficial ownership
limitation of 9.99% of the Issuer’s outstanding Ordinary Shares, or (ii) 26,685,068 Ordinary Shares issuable upon conversion
of certain convertible loan notes issued in the Private Placement, the conversion of which is subject to the approval of the Issuer’s
shareholders and a beneficial ownership limitation of 9.99% of the Issuer’s outstanding Ordinary Shares. The securities
are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P.
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(2)
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Based on 213,652,487 Ordinary Shares issued and outstanding
as of June 5, 2020, as reported in a report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on June
5, 2020, which is the sum of (i) 124,507,857 Ordinary Shares outstanding as of May 30, 2020, and (ii) 89,144,630 Ordinary Shares
issued in the Private Placement.
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Item 1. (a)
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Name of Issuer:
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Mereo
BioPharma Group plc
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(b)
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Address of Issuer's
Principal Executive Offices:
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4th Floor, One Cavendish Place,
London, W1G 0QF, United Kingdom
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Item 2. (a)
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Name of Person
Filing:
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This
Schedule 13G is filed jointly by Vivo Capital IX, LLC and Vivo Opportunity, LLC. Vivo Capital IX, LLC and Vivo Opportunity, LLC
have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which
they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended.
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(b)
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Address of Principal Business Office or, if None, Residence:
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192
Lytton Avenue, Palo Alto, CA 94301
Vivo
Capital IX, LLC is a Delaware limited liability company.
Vivo
Opportunity, LLC is a Delaware limited liability company.
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(d)
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Title of Class of Securities:
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Ordinary
Shares, nominal value £0.003, represented by American Depositary Shares, each of which represents five Ordinary Shares.
589492107
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Item 3.
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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:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act.
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act.
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act.
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d-1(b)(l)(ii)(K).
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If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1(ii)(j), please specify the
type of institution: ______________
Not Applicable.
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(a)
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Amount beneficially
owned:
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(1)
Vivo Capital IX, LLC
The
3,149,540 Ordinary Shares, represented by 629,908 ADSs, are held of record by Vivo Capital Fund IX, L.P. Vivo Capital IX, LLC is
the general partner of Vivo Capital Fund IX, L.P. The voting members of Vivo Capital IX, LLC are Frank Kung, Edgar Engleman, Albert
Cha, Shan Fu and Chen Yu, none of whom has individual voting or investment power with respect to these shares and each of whom
disclaims beneficial ownership of such shares.
(2)
Vivo Opportunity, LLC
The
14,114,751 Ordinary Shares, represented by 2,822,950 ADSs, are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity,
LLC is the general partner of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Albert Cha, Gaurav Aggarwal,
Shan Fu, Frank Kung and Michael Chang, none of whom has individual voting or investment power with respect to these shares and
each of whom disclaims beneficial ownership of such shares.
Vivo
Capital IX, LLC: 1.5%
Vivo
Opportunity, LLC: 6.6%
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(c)
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Number of shares
as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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Vivo
Capital IX, LLC: 3,149,540 Ordinary Shares, represented by 629,908 ADSs
Vivo
Opportunity, LLC: 14,114,751 Ordinary Shares, represented by 2,822,950 ADSs
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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Vivo
Capital IX, LLC: 3,149,540 Ordinary Shares, represented by 629,908 ADSs
Vivo
Opportunity, LLC: 14,114,751 Ordinary Shares, represented by 2,822,950 ADSs
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(iv)
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Shared
power to dispose of or to direct the disposition of: 0
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Item 5.
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Ownership
of Five Percent or Less of a Class.
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Not
Applicable.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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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.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item 9.
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Notice
of Dissolution of Group.
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Not
Applicable.
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 §240.14a11.
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.
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Vivo Capital IX, LLC
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June 12, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Opportunity, LLC
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June 12, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Exhibit
99.1
JOINT
FILING AGREEMENT
In accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, nominal
value £0.003, represented by American Depositary Shares, of Mereo BioPharma Group plc, and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filing.
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Vivo Capital IX, LLC
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June 12, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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Vivo Opportunity, LLC
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June 12, 2020
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(Date)
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/s/ Albert Cha
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(Signature)
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Managing Member
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(Title)
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7