UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On December 1, 2021 MEI Pharma, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities, LLC , as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale of 20,125,000 shares (the “Shares”) of the Company’s common stock, par value $0.00000002 per share (“Common Stock”), at a public offering price of $2.60 per share, which includes 2,625,000 shares of Common Stock sold as a result of the exercise by the underwriters of an option to purchase additional shares of Common Stock, pursuant to that certain Underwriting Agreement.
The net proceeds to the Company from this offering are expected to be approximately $49,185,500, after deducting underwriting commissions and estimated offering expenses payable by the Company. The offering closed on December 6, 2021.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-238056) previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and which is incorporated by reference herein. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares in the offering is attached as Exhibit 5.1 to this report.
On December 1, 2021, the Company issued a press release announcing the pricing of the offering, a copy of which is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of December 1, 2021, by and among the Company, Jefferies LLC, Stifel, Nicolaus & Company, Incorporated, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the offered shares. | |
| 99.1 | Press release, dated December 1, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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. | ||
| By: | /s/ Daniel P. Gold | |
| Daniel P. Gold | ||
| Chief Executive Officer | ||
Dated: December 6, 2021