UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A
(Amendment No. 1)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2019
OR
☐ | 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:000-50484
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.) |
3611 Valley Centre Drive, Suite 500, 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 | Name of each exchange | ||
Common Stock, $0.00000002 par value | MEIP | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 RegulationS-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, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-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 checkmark 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 Rule12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting common equity held bynon-affiliates of the registrant was approximately $186.6 million as of December 31, 2018, based on the closing price of the registrant’s Common Stock as reported on the NASDAQ Capital Market on such date. For purposes of this calculation, shares of the registrant’s common stock held by directors and executive officers have been excluded. This number is provided only for purposes of this Annual Report onForm 10-K and does not represent an admission that any particular person or entity is an affiliate of the registrant.
As of November 4, 2019, there were 73,654,927 shares of the registrant’s common stock, par value $0.00000002 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Part III of this Annual Report onForm 10-K is incorporated by reference from the registrant’s definitive proxy statement for the annual meeting of stockholders held on December 5, 2019, which was filed with the Securities and Exchange Commission on October 23, 2019.
EXPLANATORY NOTE
MEI Pharma, Inc. (the “Company”) hereby amends its Annual Report on Form10-K for the Fiscal year ended June 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2019 (the “Form10-K”), as set forth in this Annual Report on Form10-K/A (Amendment No. 1) (this “Form10-K/A”).
This Form10-K/A is being filed solely to add Exhibit 4.3 – “Description of Capital Stock of MEI Pharma, Inc.” as a document filed as an exhibit to the Form10-K.
As contemplated by Item 601(b)(4)(vi) of SEC RegulationS-K and Instruction 1 to such Item 601(b)(4)(vi), Exhibit 4.3 provides the information required by Item 202(a) through (d) and (f) of SEC RegulationS-K with respect to the shares of common stock, par value $0.00000002 per share (the “Common Stock”), of the Company. The Common Stock are the only class of securities of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended.
No other changes are being made to the Form10-K by means of this Form10-K/A. This Form10-K/A does not reflect subsequent events occurring after the original filing date of the Form10-K or update in any way disclosures made in the Form10-K other than as described above, the filing of new Exhibit 31.1 and new Exhibit 31.2 related to this Form10-K/A and technical corrections to the list of exhibits incorporated by reference. This Form10-K/A should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Form10-K.
Item 15. – Exhibits and Financial Statement Schedules
(a) | The following documents were filed as part of the Form10-K or are filed as a part of this Form10-K/A as noted: |
1. | Financial Statements |
Reference is made to the Financial Statements under Item 8 in Part II of the Form10-K.
2. | Financial Statement Schedule |
The Financial Statement Schedules have been omitted from the Form10-K either because they are not required or because the required information has been included in the financial statements or notes thereto included in the Form10-K.
3. | Exhibits |
The documents listed in the Index to Exhibits that immediately precedes the signature pages of this Form10-K/A (i) were filed or furnished with the Form10-K as exhibits or incorporated by reference therein, in each case as noted, or (ii) are filed with this Form10-K/A as exhibits.
Exhibit Index
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
4.1 | ||
4.2 | ||
4.3 | ||
10.1 | ||
10.2 | ||
10.3 |
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10.4 | ||
10.5 | ||
10.6 | ||
10.7 | ||
10.8 | ||
10.9**** | ||
10.10**** | ||
10.11**** | ||
10.12 | ||
10.13**** | ||
10.14 | ||
10.15 | ||
10.16 | ||
10.17 | ||
23.1 | ||
31.1 | ||
31.2 | ||
32.1 | ||
101.INS | XBRL Instance Document*** | |
101.SCH | XBRL Taxonomy Extension Schema Document*** | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document*** | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document*** | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document*** | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document*** |
(*) | Repeated and incorporated by reference. |
(**) | Filed herewith. |
(***) | Previously filed. |
(****) | Portions of this exhibit have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 6, 2019.
MEI PHARMA, INC. | ||
A Delaware Corporation | ||
By: | /s/ Daniel P. Gold | |
Daniel P. Gold | ||
Chief Executive Officer |
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