S-3/A 1 ny20053247x2_s3a.htm S-3/A

As filed with the Securities and Exchange Commission on August 26, 2025

Registration Statement No. 333-289312

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MEI PHARMA, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware			51-0407811
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

9920 Pacific Heights Blvd.,

Suite 150

San Diego, CA 92121

(858) 369-7100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Justin J. File

Acting Chief Executive Officer

MEI Pharma, Inc.

9920 Pacific Heights Blvd.,

Suite 150

San Diego, CA 92121

(858) 369-7100

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With copies to:

Justin W. Chairman, Esq.

Morgan, Lewis & Bockius LLP

2222 Market Street

Philadelphia, PA 19103

(215) 963-5000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION			1
ABOUT THIS PROSPECTUS			2
PROSPECTUS SUMMARY			3
THE OFFERING			5
RISK FACTORS			8
USE OF PROCEEDS			12
MARKET FOR COMMON STOCK AND DIVIDEND POLICY			13
DESCRIPTION OF SECURITIES			14
SELLING STOCKHOLDERS			19
PLAN OF DISTRIBUTION			25
LEGAL MATTERS			27
EXPERTS			27
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			28
WHERE YOU CAN FIND ADDITIONAL INFORMATION			29


Name of selling stockholder	Number of Shares of Common Stock Owned Prior to Offering	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	Number of shares of Common Stock Owned After the Offering⁽¹⁾	Percentage of shares of Common Stock Owned After the Offering
3i, LP⁽²⁾	0	150,000	0	*
117 Partners LLC⁽³⁾	0	292,397	0	*
ADAR1 Partners LP⁽⁴⁾	0	249,999	0	*
Akshat Vaidya	0	29,239	0	*
Alpine Partners (BVI), LP⁽⁵⁾	0	584,795	0	1.8%
Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B⁽⁶⁾	0	266,959	0	*
Alyeska Master Fund, LP⁽⁷⁾	0	1,461,988	0	4.5%
Antony Stern	0	146,199	0	*
Aristides Fund, LP⁽⁸⁾	0	76,258	0	*
Aristides Fund QP, LP⁽⁹⁾	0	49,678	0	*
Douglas Atkin	0	146,198	0	*
Boothbay Absolute Return Strategies, LP⁽¹⁰⁾	0	146,199	0	*
Canary Digital Fund, LP⁽¹¹⁾	0	292,397	0	*
Charles B. Lee⁽¹²⁾	0	292,397	0	*
Citadel CEMF Investments Ltd.⁽¹³⁾	0	6,578,946	0	17.9%
CoinFund Liquid Opportunities LP⁽¹⁴⁾	0	1,035,088	0	3.2%
Covington Partners LP⁽¹⁵⁾	0	35,000	0	*
CPS Capital Group Pty. Ltd.⁽¹⁶⁾	0	438,596	0	1.3%
DRAPERDRAGON DAF II LP⁽¹⁷⁾	0	58,479	0	*
DAF III LP⁽¹⁸⁾	0	87,719	0	*
Delta Blockchain Fund LP⁽¹⁹⁾	0	292,397	0	*
Dennis Hilkens	0	58,479	0	*
Elias Taeid	0	95,029	0	*
Funds managed by Empery Asset Management, LP⁽²⁰⁾	0	292,237	0	*
Eric Harounian	0	29,239	0	*
EVOCE CAPITAL FUND I LLC⁽²¹⁾	0	65,000	0	*
Fifth Lane Partners Fund LP⁽²²⁾	0	150,000	0	*
Robert Forster	0	250,000	0	*
Ghisallo Master Fund LP⁽²³⁾	0	900,000	0	2.7%
Great Point Capital LLC⁽²⁴⁾	0	745,000	0	2.3%
Green Grass Ventures⁽²⁵⁾	0	438,597	0	1.3%


Item			Amount
SEC Registration Fee			$25,475
Accounting Fees and Expenses			135,000
Legal Fees and Expenses			500,000
Miscellaneous Fees and Expenses			5,000
Total			$665,475


Exhibit Number			Description
3.1			Amended and Restated Certificate of Incorporation of MEI Pharma, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, as filed on February 13, 2024)
3.2			Sixth Amended and Restated Bylaws of MEI Pharma, Inc. adopted as of December 18, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, as filed on December 22, 2023)
4.1			Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
4.2			Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
4.3			Form of GSR Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
4.4			Form of GSR Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
4.5			Form of Strategic Advisor Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
5.1*			Opinion of Morgan, Lewis & Bockius LLP
10.1			Form of Securities Purchase Agreement, dated as of July 17, 2025, by and between MEI Pharma, Inc. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
10.2			Placement Agency Agreement, dated July 17, 2025, by and between MEI Pharma, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
10.3			Registration Rights Agreement, dated as of July 17, 2025, by and between MEI Pharma, Inc. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
10.4			Asset Management Agreement, dated July 22, 2025, by and between MEI Pharma, Inc. and GSR Strategies LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
10.5			Strategic Advisor Agreement, dated July 22, 2025, by and between MEI Pharma, Inc. and Green Grass Ventures (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, as filed on July 22, 2025)
23.1**			Consent of BDO USA, P.C., Independent Registered Public Accounting Firm
23.2**			Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.3*			Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
24.1*			Power of Attorney (included on the signature page)
107*			Filing Fee Table


			MEI PHARMA, INC.

			By:			/s/ Justin J. File
			Name:			Justin J. File
			Title:			Acting Chief Executive Officer and Chief Financial Officer


Name	Title	Date

/s/ Justin J. File	Acting Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Officer, Principal Financial and Accounting Officer)	August 26, 2025
Justin J. File		August 26, 2025

*	Director and Chairman	August 26, 2025
Frederick W. Driscoll	Director and Chairman	August 26, 2025

*	Director	August 26, 2025
James Flynn	Director	August 26, 2025

*	Director	August 26, 2025
Nicholas R. Glover	Director	August 26, 2025

*	Director	August 26, 2025
Charles B. Lee	Director	August 26, 2025

*	Director	August 26, 2025
Joshua Riezman	Director	August 26, 2025

*	Director	August 26, 2025
Thomas C. Reynolds	Director	August 26, 2025


Name of selling stockholder	Number of Shares of Common Stock Owned Prior to Offering	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	Number of shares of Common Stock Owned After the Offering⁽¹⁾	Percentage of shares of Common Stock Owned After the Offering
Green Turtle Partners LP⁽²⁶⁾	0	65,000	0	*
GSR Growth Investments LP⁽²⁷⁾	0	1,461,988	0	4.5%
GSR Strategies LLC⁽²⁸⁾	0	1,461,989	0	4.3%
CVI Investments Inc.⁽²⁹⁾	0	725,000	0	2.2%
Hivemind Validation Master Fund LP⁽³⁰⁾	0	438,596	0	1.3%
Hudson Bay Master Fund Ltd.⁽³¹⁾	0	600,000	0	1.8%
Chengqi Liu	0	292,398	0	*
Jain Global Master Fund Ltd.⁽³²⁾	0	584,795	0	1.8%
Layertech Inc.⁽³³⁾	0	877,192	0	2.7%
Lincoln Alternative Strategies LLC⁽³⁴⁾	0	125,000	0	*
Louisburg Square II LP⁽³⁵⁾	0	4,544	0	*
Louisburg Square LP⁽³⁶⁾	0	11,520	0	*
Litecoin Foundation Inc.⁽³⁷⁾	0	14,620	0	*
Utopia Capital LLC⁽³⁸⁾	0	292,398	0	*
LuminArx Opp Alt Sol Hold II Fund LP⁽³⁹⁾	0	106,691	0	*
LuminArx Pavo Holdings II LP⁽⁴⁰⁾	0	38,309	0	*
Lynwood Opportunities Master Fund⁽⁴¹⁾	0	438,595	0	1.3%
Mank Capital LLC⁽⁴²⁾	0	225,000	0	*
Meteora Select Trading Opp Master, LP⁽⁴³⁾	0	146,198	0	*
MNNC Capital Digit Asset Opp. Master Fund⁽⁴⁴⁾	0	438,596	0	1.3%
Yong Family Revocable Trust⁽⁴⁵⁾	0	584,795	0	1.8%
Neil Harounian	0	29,239	0	*
Gundyco ITF NewGen Focused Alpha Fund A/C 515-900449-19⁽⁴⁶⁾	0	83,900	0	*
Gundyco ITF NewGen Alt. Income Fund A/C 515-90011-21⁽⁴⁷⁾	0	190,300	0	*
Gundyco ITF NewGen Long/Short Fund A/C 515-00449-22⁽⁴⁸⁾	0	169,900	0	*
TIFF MultiAsset NewGen A/C 18DP⁽⁴⁹⁾	0	55,900	0	*
ParaFi Quantitative Strategies LP⁽⁵⁰⁾	0	292,397	0	*
Perga Capital Partners, LP⁽⁵¹⁾	0	730,994	0	2.2%
Polar Multi-Strategy Master Fund⁽⁵²⁾	0	1,175,000	0	3.6%
Regal Funds Mgt. Pty Ltd.⁽⁵³⁾	0	877,173	0	2.7%
RLH Capital LLC⁽⁵⁴⁾	0	43,860	0	*
RLH Series Fund LP - Tactical Pipes⁽⁵⁵⁾	0	906,433	0	2.8%
RLH SPAC FUND LP⁽⁵⁶⁾	0	73,099	0	*
Series F Liquid Opp. LP⁽⁵⁷⁾	0	112,573	0	*
Shay Capital LLC⁽⁵⁸⁾	0	438,596	0	1.3%
Spearhead Insurance Sol. IDF LLC⁽⁵⁹⁾	0	42,398	0	*
TEC Opportunities Fund I LP⁽⁶⁰⁾	0	30,064	0	*
Tiburon Opportunity Fund LP⁽⁶¹⁾	0	146,198	0	*

/s/ Justin J. File

Justin J. File

Attorney-in-Fact

Amendment: SEC Form S-3/A filed by MEI Pharma Inc.