424B3 1 ny20053247x3_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-289312

PROSPECTUS

MEI PHARMA, INC.

32,309,944 Shares of Common Stock

Offered by the selling stockholders

This prospectus filed by MEI Pharma, Inc. (the “Company”) relates to the resale, from time to time by the selling stockholders named in this prospectus, or the selling stockholders, of up to (i) 25,301,407 shares (the “PIPE Shares”) of common stock, par value $0.0000002 per share (the “Common Stock”), issued to the investors in the PIPE Offering (as defined herein), which includes 2,084,509 shares of Common Stock issued prior to the date hereof upon the exercise of Pre-Funded Warrants (as defined herein) issued to one investor, (ii) 3,938,360 shares of Common Stock issuable upon exercise of the pre-funded warrants (the “Pre-Funded Warrants”), issued to one of the investors in the PIPE Offering, to purchase up to 3,938,360 shares of Common Stock with an exercise price per share equal to $0.0001 (the “Pre-Funded Warrant Shares”), (iii) 1,461,989 shares of Common Stock issuable upon exercise of the warrants (the “Asset Manager Warrants”) to purchase up to 1,461,989 shares of Common Stock (the “Asset Manager Warrant Shares”), (iv) 438,597 shares of Common Stock issuable upon exercise of the warrants (the “Strategic Advisor Warrants”) to purchase up to 438,597 shares of Common Stock with an exercise price per share equal to $4.10 (the “Strategic Advisor Warrant Shares”), and (v) 1,169,591 shares of Common Stock issuable upon exercise of the warrants (the “Placement Agent Warrants”) to purchase up to 1,169,591 shares of Common Stock with an exercise price per share equal to $4.10 (the “Placement Agent Warrant Shares”). The Asset Manager Warrants are exercisable at various prices per share of Common Stock as follows: (i) 584,795 shares of Common Stock at an exercise price of $3.42 per share; (ii) 292,398 shares of Common Stock at an exercise price of $3.93 per share; (iii) 292,398 shares of Common Stock at an exercise price of $4.62 per share; and (iv) 292,398 shares of Common Stock at an exercise price of $5.13 per share.

Of the PIPE Shares, 23,216,898 were issued pursuant to those certain Securities Purchase Agreements (the “Securities Purchase Agreements”) dated July 17, 2025 between the Company and the investors named therein in a private placement offering (the “PIPE Offering”) that closed on July 22, 2025. The remaining 2,084,509 PIPE Shares were issued following that offering pursuant to the exercise of pre-funded warrants issued to one of the investors in the PIPE Offering. The Asset Manager Warrants were issued to the asset manager under that certain Asset Management Agreement (the “Asset Management Agreement”) between the Company and such asset manager dated July 22, 2025. The Strategic Advisor Warrants were issued to the strategic advisor pursuant to that certain Strategic Advisor Agreement (the “Strategic Advisor Agreement”) between the Company and the strategic advisor named therein dated July 22, 2025. The Placement Agent Warrants were issued to American Capital Partners, LLC, in connection with the PIPE Offering pursuant to that certain Placement Agency Agreement (the “Placement Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”) dated July 17, 2025. We refer to the PIPE Shares, Pre-Funded Warrant Shares, Asset Manager Warrant Shares, Strategic Advisor Warrant Shares and Placement Agent Warrant Shares collectively as the “Securities” in this prospectus.

The selling stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Securities in a number of different ways and at varying prices. See the “Plan of Distribution” section of this prospectus for more information.

We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by the selling stockholders. We will, however, receive up to approximately $394 in gross proceeds if the Pre-Funded Warrants are exercised in full, $6 million in gross proceeds if the Asset Manager Warrants are exercised in full, $1.8 million in gross proceeds if the Strategic Advisor Warrants are exercised in full, and $4.8 million in gross proceeds if the Placement Agent Warrants are exercised in full.

Our Common Stock is currently traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “MEIP.” On September 4, 2025, the closing price as reported on Nasdaq was $4.27 per share.

The selling stockholders may offer all or part of the Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.

We are a “smaller reporting company” under federal securities laws and as such, have elected to comply with reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings. See “Summary - Implications of Being a Smaller Reporting Company.”

Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks we describe in this prospectus and in any accompanying prospectus supplement, as well as the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and Exchange Commission. See “Risk Factors” on page 8 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is September 5, 2025


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%


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	*

SEC Form 424B3 filed by MEI Pharma Inc.