The information in this preliminary prospectus is not complete and may be changed. This
preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS (Subject to Completion)
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Dated July 2, 2020
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17,902,082 American Depositary Shares
Representing 89,510,410 Ordinary Shares
This prospectus relates to the sale of up to $28,300,000 or 17,902,082 American Depositary Shares (ADSs), which represent 89,510,410 of our ordinary shares,
with each ADS representing five (5) of our ordinary shares, by Aspire Capital Fund, LLC (referred to in this prospectus as Aspire Capital or the selling shareholder) that we may issue at our option to Aspire Capital in
the future, pursuant to a securities purchase agreement entered into with Aspire Capital on February 10, 2020 (the Purchase Agreement), which consists of (i) 11,432,925 ordinary shares that may be exchanged for 2,286,585 ADSs
(the Initial Shares) that were issued to the selling shareholder for $0.26 per ordinary share (equivalent to $1.31 per ADS) for an aggregate amount of $3,000,000, (ii) 2,862,595 ordinary shares that may be exchanged for 572,519 ADSs (the
Commission Shares) issued in satisfaction for the commission fee due to Aspire Capital of $300,000 pursuant to the Purchase Agreement, and (iii) up to an additional $25,000,000 ordinary shares exchangeable for ADSs issuable to the
selling shareholder under the Purchase Agreement for which we are registering 15,042,978 ADSs representing 75,214,890 ordinary shares (calculated based on the average of the high and low sale price of our ordinary shares on the Alternative
Investment Market (AIM) on February 13, 2020 of £0.2575 per share, converted into U.S. dollars at the noon buying rate of the Federal Reserve Bank of New York on February 7, 2020, of $1.2908 to £1.0000). As of the
date of this prospectus, the exact number of ordinary shares we may issue to the selling shareholder under the Purchase Agreement is not determinable because the actual purchase price per share will fluctuate based on the market price of our shares
during the term of the Purchase Agreement.
The ADSs may be evidenced by American Depositary Receipts (ADRs). Any proceeds that the Company receives
under the Purchase Agreement are expected to be used for working capital and general corporate purposes.
The prices at which the selling shareholder may sell the
ADSs will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive proceeds from the sale of the ADSs by the selling shareholder. However, we may receive proceeds of up to $28.0 million from
the sale of our ADSs to the selling shareholder pursuant to the Purchase Agreement, once the registration statement, of which this prospectus is a part, is declared effective, which includes $3.0 million that we received from the selling
shareholder for the sale of the Initial Shares of 11,432,925 ordinary shares exchangeable for 2,286,585 ADSs to the selling shareholder.
Aspire Capital is an
underwriter within the meaning of the Securities Act. We will pay the expenses of registering these ADSs, but all selling and other expenses incurred by the selling shareholder will be paid by the selling shareholder.
The ADSs may be evidenced by American Depositary Receipts (ADRs). Our ADSs trade on the Nasdaq Global Market (Nasdaq) under the symbol
MREO. In addition, our ordinary shares trade on AIM, a market of the London Stock Exchange, under the symbol MPH.
We are both an
emerging growth company and a foreign private issuer as defined under the Securities Act of 1933, as amended, and, as such, are subject to reduced public company reporting requirements. See Prospectus
SummaryImplications of Being an Emerging Growth Company and a Foreign Private Issuer for additional information.
Investment in our ADSs involve
significant risks. See Risk Factors beginning on page 10 of this prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated , 2020