Anson Advisors Form 4 MEI Pharma / Bruce Ross Winson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Anson Funds Management LP

(Last) (First) (Middle)

16000 DALLAS PARKWAY

SUITE 800

(Street)

DALLAS TX 75248

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MEI Pharma, Inc. [ MEIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2023		P		48,060	A	$6.8525	864,188(1)(2)	I	See footnotes(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Put Option (obligation to buy)	$7	09/22/2023		S			9,000	09/22/2023	10/20/2023	Common Stock	900,000	$0.1467	9,000(1)(2)	I	See footnotes(3)

1. Name and Address of Reporting Person^*

Anson Funds Management LP

(Last) (First) (Middle)

16000 DALLAS PARKWAY

SUITE 800

(Street)

DALLAS TX 75248

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Anson Advisors Inc.

(Last) (First) (Middle)

155 UNIVERSITY AVENUE

SUITE 207

(Street)

TORONTO A6 M5H 3B7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nathoo Amin

(Last) (First) (Middle)

155 UNIVERSITY AVENUE

SUITE 207

(Street)

TORONTO Z4 M5H 3B7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kassam Moez

(Last) (First) (Middle)

111 PETER STREET

SUITE 904

(Street)

TORONTO A6 M5V2H1

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Anson Management GP LLC

(Last) (First) (Middle)

16000 DALLAS PARKWAY

SUITE 800

(Street)

DALLAS TX 75248

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Winson Bruce Ross

(Last) (First) (Middle)

16000 DALLAS PARKWAY

SUITE 800

(Street)

DALLAS TX 75248

(City) (State) (Zip)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that Anson Funds Management LP ("Anson"), Anson Management GP LLC, the general partner of Anson ("Anson GP"), Bruce R. Winson, the manager of Anson GP, Anson Advisors Inc. ("Anson Advisors"), Amin Nathoo, a director of Anson Advisors, or Moez Kassam, a director of Anson Advisors, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the securities of MEI Pharma, Inc. (the "Issuer") purchased by Anson Investments Master Fund LP, Anson East Master Fund LP and Anson Opportunities Master Fund LP (collectively, the "Funds"), each advised by Anson and Anson Advisors.

2. Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

3. Anson and Anson Advisors hold indirectly the securities of the Issuer through the Funds, for which Anson and Anson Advisors are the Investment Advisors. Anson GP and Bruce R. Winson report the securities held indirectly by the Funds because, as the general partner of Anson and the manager of Anson GP, respectively, at the time of purchase, they controlled the disposition and voting of the securities. Mr. Nathoo and Mr. Kassam report the securities held indirectly by the Funds because, as the directors of Anson Advisors, at the time of purchase, they controlled the disposition and voting of the securities.

	/s/ Bruce R. Winson, manager of Anson Management GP LLC, general partner of Anson Funds Management LP	09/25/2023
	/s/ Bruce R. Winson, manager of Anson Management GP LLC	09/25/2023
	/s/ Bruce R. Winson	09/25/2023
	/s/ Amin Nathoo, director of Anson Advisors Inc.	09/25/2023
	/s/ Amin Nathoo	09/25/2023
	/s/ Moez Kassam	09/25/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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