8-K

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): October 4, 2022

MEI Pharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-50484

51-0407811

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

11455 El Camino Real, Suite 250

San Diego, California 92130

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 369-7100

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 (see General Instruction A.2. below):

☐

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

Common stock, $0.00000002 par value

MEIP

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 4, 2022, Cheryl L. Cohen, a member of the Board of Directors (the “Board”) of MEI Pharma, Inc. (the “Company”) and member of the Audit Committee of the Board (the “Committee”), informed the Company that she has decided not to stand for reelection at the Company’s fiscal year 2023 annual meeting of stockholders (the “Annual Meeting”). Ms. Cohen will continue to serve as a member of the Board and the Committee until the date of the Annual Meeting when her term shall expire. Ms. Cohen’s intention not to stand for reelection was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Cohen for her service as a director.

The Board does not currently expect to nominate or appoint a new director to the Board following the Annual Meeting and, therefore, following the Annual Meeting, the size of the Board will be seven directors taking into account the decision of Dr. White to not stand for re-election and the Board’s determination to not fill Dr. White’s seat as announced on September 22, 2022. The Board is considering the appointment of a successor to the Committee following the Annual Meeting but no formal decision has been made as of this date.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MEI PHARMA, INC.

By:		/s/ David Urso
		David Urso
		Chief Operating Officer & General Counsel

Dated: October 7, 2022

MEI Pharma Inc. filed SEC Form 8-K: Leadership Update