10-Q

ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	For the transition period from		to

Commission File Number: 001-41827

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 No.)

11455 El Camino Real Suite 250, San Diego, CA 92130

(Address of principal executive offices) (Zip Code)

(858) 369-7100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of October 31, 2023, the number of shares outstanding of the issuer’s common stock, $0.00000002 par value, was 6,662,857.

Table of Contents

MEI PHARMA, INC.

Table of Contents



		Page

PART I	FINANCIAL INFORMATION		3

Item 1.	Condensed Consolidated Financial Statements (Unaudited)		3

	Condensed Consolidated Balance Sheets as of September 30, 2023 and June 30, 2023		3

	Condensed Consolidated Statements of Operations for the three months ended September 30, 2023 and 2022		4

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2023 and 2022		5

	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2023 and 2022		6

	Notes to Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		29

Item 4.	Controls and Procedures		29

PART II	OTHER INFORMATION		31

Item 1.	Legal Proceedings		31

Item 1A.	Risk Factors		31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		31

Item 3.	Defaults upon Senior Securities		31

Item 4.	Mine Safety Disclosures		31

Item 5.	Other Information		31

Item 6.	Exhibits		32

SIGNATURES			33

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MEI PHARMA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value data)


	September 30,			June 30,
	2023			2023
ASSETS
Current assets:
Cash and cash equivalents	$	3,372		$	16,906
Short-term investments		78,830			83,787
Unbilled receivables		—			85
Prepaid expenses and other current assets		6,220			6,750
Total current assets		88,422			107,528
Operating lease right-of-use asset		11,600			11,972
Property and equipment, net		1,229			1,309
Total assets	$	101,251		$	120,809

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,220		$	6,134
Accrued liabilities		4,289			12,461
Deferred revenue		—			317
Operating lease liability		1,055			1,428
Total current liabilities		8,564			20,340
Deferred revenue, long-term		—			64,545
Operating lease liability, long-term		11,326			11,300
Total liabilities		19,890			96,185
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized; none outstanding		—			—
Common stock, $0.00000002 par value; 226,000 shares authorized; 6,663 shares issued and outstanding at September 30, 2023 and June 30, 2023.		—			—
Additional paid-in capital		430,984			430,621
Accumulated deficit		(349,623	)		(405,997	)
Total stockholders’ equity		81,361			24,624
Total liabilities and stockholders’ equity	$	101,251		$	120,809

See accompanying notes to condensed consolidated financial statements.

Table of Contents

MEI PHARMA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	For the Three Months Ended September 30,
	2023			2022
Revenues:
Revenue from customers	$	752		$	8,730
Revenue from collaboration agreements		64,545			—
Total revenues		65,297			8,730

Operating expenses:
Research and development		3,485			19,463
General and administrative		6,531			7,486
Total operating expenses		10,016			26,949
Income (loss) from operations		55,281			(18,219	)
Other income (expense):
Change in fair value of warrant liability		—			1,117
Interest and dividend income		1,094			480
Other expense, net		(1	)		(2	)
Total other income, net		1,093			1,595
Net income (loss)	$	56,374		$	(16,624	)

Net income (loss) per share - basic and diluted	$	8.46		$	(2.49	)

SEC Form 10-Q filed by MEI Pharma Inc.