424B5 1 ny20052349x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-277201

PROSPECTUS SUPPLEMENT

(To Prospectus dated February 28, 2024)

Up to $100,000,000 of Common Stock

We have entered into an At the Market Offering Agreement, or Sales Agreement, with Titan Partners Group LLC, a division of American Capital Partners, LLC, or Titan, dated July 22, 2025, relating to shares of our common stock, par value $0.00000002 per share, or common stock, offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $100,000,000 from time to time through Titan, acting as our sales agent.

Sales of our common stock, if any, under this prospectus supplement may be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Titan is not required to sell any specific amount but will act as our sales agent and use commercially reasonable efforts to sell on our behalf the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between Titan and us. There is no arrangement for funds to be received in escrow, trust or similar arrangement.

Titan will be entitled to compensation at a commission rate equal to 3.5% of the gross sales price per share of common stock sold through it as sales agent pursuant to the Sales Agreement. In connection with the sale of shares of our common stock on our behalf, Titan will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Titan will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Titan with respect to certain liabilities, including liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-12 regarding the compensation to be paid to Titan.

Our common stock is listed on The Nasdaq Capital Market under the symbol “MEIP.” On July 21, 2025, the last reported sales price of our common stock on The Nasdaq Capital Market was $6.55 per share.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” commencing on page S-5 of this prospectus supplement and the accompanying base prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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 supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 23, 2025

Titan Partners Group

a division of American Capital Partners


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
PROSPECTUS SUPPLEMENT SUMMARY			S-2
RISK FACTORS			S-5
FORWARD-LOOKING STATEMENTS			S-10
USE OF PROCEEDS			S-11
PLAN OF DISTRIBUTION			S-12
LEGAL MATTERS			S-14
EXPERTS			S-14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			S-15
WHERE YOU CAN FIND MORE INFORMATION			S-15


ABOUT THIS PROSPECTUS			1
SUMMARY			2
RISK FACTORS			3
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS			4
SECURITIES OFFERED BY THIS PROSPECTUS			6
USE OF PROCEEDS			7
PLAN OF DISTRIBUTION			8
DESCRIPTION OF SECURITIES			10
LEGAL MATTERS			13
EXPERTS			13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			14
WHERE YOU CAN FIND MORE INFORMATION			14

SEC Form 424B5 filed by MEI Pharma Inc.