[8-K] MEI Pharma, Inc. Reports Material Event

Rhea-AI Filing Summary

HeartSciences, Inc. (Nasdaq: HSCS/HSCSW) filed an 8-K to update investors on its ongoing Regulation A offering and a note-for-equity exchange.

• The Form 1-A, qualified on 10 Mar 2025, permits sale of up to 4,285,714 Units at $3.50 each (maximum proceeds $15.0 million). Each Unit comprises one share of Series D Preferred Stock and one warrant exercisable at $5.00 for one common share.
• Through 29 Jul 2025, the company has closed on $4.3 million in gross proceeds, issuing 1,241,188 Units.
• Holders have converted 850,981 Series D shares into an equal number of common shares (the “Reg A Issuance”).
• Separately, the company exchanged $1.105 million principal of a September 2024 unsecured promissory note for 301,111 common shares, reducing the note by that amount (the “Debt Exchange”).
• Post-transactions, 2,244,247 common shares are issued and outstanding as of 29 Jul 2025.

No financial statements were included; the filing was limited to disclosure of these capital transactions.

Positive

• $4.3 million in new equity capital raised through Reg A offering
• Conversion of preferred stock simplifies capital stack and removes dividend obligations
• Debt exchange reduces principal by $1.105 million, lowering leverage

Negative

• Issuance of 1.15 million new common shares produces immediate dilution
• Reg A proceeds to date represent only about 29 % of the $15 million target, leaving financing needs unresolved

Insights

Financial Analyst

TL;DR: Raises $4.3 m cash, cuts $1.1 m debt; dilution increases share count to 2.24 m—net impact modestly positive.

The Reg A offering brings in only 29 % of the $15 m target but still strengthens liquidity without bank leverage. Converting preferred into common simplifies capital structure, while the note exchange eliminates unsecured debt and interest expense. However, issuing 1.15 m new common shares (850 k from conversion plus 301 k for debt) dilutes existing holders. Overall, cash in and debt out outweigh dilution for a micro-cap striving to fund operations.

Corporate Governance Expert

TL;DR: Transactions follow standard Reg A mechanics; no governance red flags detected.

The company properly disclosed conversions and debt exchange under Item 8.01 and updated outstanding share count, maintaining transparency. No preferential terms beyond market-standard warrant pricing are noted. Reducing unsecured debt improves balance-sheet risk. The filing is routine and non-controversial.

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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): July 24, 2025

MEI Pharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41827	51-0407811
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
9920 Pacific Heights Blvd., Suite 150
San Diego, California				92121
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 858 369-7100

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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(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 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 3.02 Unregistered Sales of Equity Securities.

As previously reported, on July 22, 2025, the Company issued pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 6,022,869 shares of the Company’s Common Stock, par value $0.00000002 per share (the “Common Stock”), at an offering price of $3.4199 per Pre-Funded Warrant. The Pre-Funded Warrants were immediately exercisable, and were issued to one of the investors under the securities purchase agreements entered into on July 17, 2025 by the Company and the various purchasers thereunder in a private placement offering (the “PIPE Offering”).

On July 24, 2024, the above-referenced investor exercised Pre-Funded Warrants to purchase 2,084,509 shares of Common Stock. The investor paid the exercise price in cash in the aggregate amount of $208.45.

The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder for transactions by an issuer not involving a public offering to issue the Pre-Funded Warrant and shares of Common Stock issuable upon the exercise of the Pre-Funded Warrant.

The description of the Pre-Funded Warrant is qualified in its entirety by the full text of the form of Pre-Funded Warrant which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 22, 2025, and incorporated by reference herein.

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.
Date:	July 30, 2025	By:	/s/ Justin J. File
			Justin J. File Acting Chief Executive Officer, Chief Financial Officer and Secretary

FAQ

How much has HeartSciences (HSCS) raised in its 2025 Reg A offering?

As of 29 Jul 2025, HeartSciences has raised $4.3 million in gross proceeds.

What securities are included in each Unit sold by HSCS?

Each Unit contains one Series D Preferred share and one warrant to buy one common share at $5.00.

How many common shares are now outstanding after the conversions and debt exchange?

The company reports 2,244,247 common shares issued and outstanding as of 29 Jul 2025.

What amount of debt was eliminated through the note-for-equity exchange?

HeartSciences exchanged $1.105 million of an unsecured promissory note for 301,111 common shares.

What is the maximum amount HeartSciences can still raise under its Reg A offering?

Up to $10.7 million remains available, given the $15 million cap and $4.3 million raised to date.