| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.00000002 par value |
| (b) | Name of Issuer:
MEI Pharma, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
9920 PACIFIC HEIGHTS BLVD, SUITE 150, SAN DIEGO,
CALIFORNIA
, 92121. |
Item 1 Comment:
The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned ("Amendment No. 9") relating to the Common Stock, $0.00000002 par value per share (the "Shares"), of MEI Pharma, Inc. (the "Issuer"). This Amendment No. 9 amends the Schedule 13D filed by the Reporting Persons as specifically set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The beneficial ownership reported herein has been rounded to the nearest whole share, as applicable. |
| Item 2. | Identity and Background |
|
| (a) | Item 2(a) is hereby amended to read as follows:
In connection with the termination of each of the Group Agreement and the Cooperation Agreement, as further described below, the Reporting Persons are no longer members of the Schedule 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 9 to the Schedule 13D. |
| (b) | Item 2(b) is hereby amended to read as follows:
Cable Car is an SEC registered investment adviser and serves as the general partner of Funicular. Tony Moore is the principal of Anson Management and the managing member of Anson GP. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and restated to read as follows:
The 35,300 Shares of the Issuer purchased by Funicular were acquired for an aggregate purchase price of approximately $163,625 inclusive of brokerage commissions. Funds for the purchase were obtained from the available working capital of Funicular. Although Funicular has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings.
The Shares of the Issuer purchased by Anson Master were acquired for an aggregate purchase price of approximately $9,548,967 inclusive of brokerage commissions. Although Anson Master has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings.
The Shares of the Issuer purchased by Anson East Master were acquired for an aggregate purchase price of approximately $2,521,660 inclusive of brokerage commissions. Although Anson East Master has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings.
The Shares of the Issuer purchased by Anson Opportunities were acquired for an aggregate purchase price of approximately $678,363 inclusive of brokerage commissions. Although Anson Opportunities has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was obtained on margin or through any other borrowings. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended to add the following:
As disclosed in the Issuer's Form 8-K filed on July 22, 2025, the Issuer entered into securities purchase agreements on July 17, 2025 with certain investors pursuant to which the Issuer agreed to sell and issue to such investors certain shares of Common Stock in a private placement offering (the "Offering") and pre-funded warrants. The Offering closed on July 22, 2025.
In accordance with the terms of the Cooperation Agreement, Taheer Datoo tendered his resignation from the Issuer's Board of Directors, effective July 22, 2025, in light of the Reporting Persons' ceasing to own the Minimum Ownership Amount (as defined in the Cooperation Agreement) as a result of their positions decreasing following the Offering. Mr. Datoo's resignation was accepted by the Issuer.
In addition, effective July 22, 2025, upon closing of the Offering, the Reporting Persons, the Issuer and the other parties to the Cooperation Agreement mutually agreed to terminate the Cooperation Agreement (the "Termination of Cooperation Agreement"). Accordingly, neither the Reporting Persons nor the Issuer have any further rights, duties or obligations under the Cooperation Agreement. The foregoing description of the Termination of Cooperation Agreement is qualified in its entirety by reference to the full text of the Termination of Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Persons is based on 29,879,755 Shares outstanding, which is the total number of Shares outstanding as of July 22, 2025 based on information provided by the Issuer.
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on July 23, 2025. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition of the Shares. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference. All of the transactions in the securities of the Issuer listed therein were effected in the open market. |
| (e) | Item 5(e) is hereby amended and restated to read as follows:
As of July 22, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended to add the following:
In connection with the Termination of Cooperation Agreement, on July 22, 2025, the Reporting Persons terminated the Group Agreement. A copy of the termination of the Group Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 is hereby amended to add the following exhibits:
Exhibit 1 - Transaction in Securities.
99.1 - Termination of Cooperation Agreement by and among the Reporting Persons, the Issuer and the other signatories thereto, dated July 22, 2025.
99.2 - Termination of Group Agreement by and among the Reporting Persons, dated July 22, 2025. |
