SEC Form SC 13D/A filed by MEI Pharma Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7)¹

MEI Pharma, Inc.

(Name of Issuer)

Common Stock, $0.00000002 par value

(Title of Class of Securities)

55279B202

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 20, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D 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 3 is hereby amended and restated to read as follows:

The Shares of the Issuer purchased by Funicular were acquired for an aggregate purchase price of approximately $3,817,921 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 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.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by the Reporting Persons is based on 6,662,857 shares outstanding as of September 15, 2023, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 26, 2023.

As of the close of business on October 24, 2023, Funicular beneficially owned 611,440 Shares, constituting approximately 9.2% of the Issuer’s outstanding Shares. Cable Car, as the general partner of Funicular, may be deemed the beneficial owner of the 611,440 Shares owned by Funicular. Mr. Ma-Weaver, as the Managing Member of Cable Car, may be deemed the beneficial owner of the 611,440 Shares owned by Funicular.

As of the close of business on October 24, 2023, Anson Master may be deemed the beneficial owner of 841,674 Shares, constituting approximately 12.6% of the Issuer’s outstanding Shares. As the general partner of Anson Master, AIMF GP may be deemed to beneficially own the 841,674 Shares beneficially owned by Anson Master. As of the close of business on October 24, 2023, Anson East Master may be deemed the beneficial owner of 214,304 Shares, constituting approximately 3.2% of the Issuer’s outstanding Shares. As the general partner of Anson East Master, AEMF GP may be deemed to beneficially own the 214,304 Shares beneficially owned directly by Anson East Master. As of the close of business on October 24, 2023, Anson Opportunities may be deemed the beneficial owner of 37,210 Shares, constituting less than 1% of the Issuer’s outstanding Shares. As the general partner of Anson Opportunities, AOMF GP may be deemed to beneficially own the 37,210 Shares beneficially owned directly by Anson Opportunities. Each of Anson Management and Anson Advisors, as the co-investment advisors to the Anson Funds, may be deemed the beneficial owner of the 1,093,188 Shares beneficially owned in the aggregate by the Anson Funds, constituting approximately 16.4% of the Issuer’s outstanding Shares. Anson Management GP, as the general partner of Anson Management, may be deemed the beneficial owner of the 1,093,188 Shares beneficially owned by Anson Management. Mr. Winson, as the principal of Anson Management and the managing member of Anson Management GP, may be deemed the beneficial owner of the 1,093,188 Shares beneficially owned by Anson Management. Mr. Nathoo, as a director and the CEO, Secretary and Chief Compliance Officer of Anson Advisors, may be deemed the beneficial owner of the 1,093,188 Shares beneficially owned by Anson Advisors. Mr. Kassam, as a director and the Chief Investment Officer and President of Anson Advisors, may be deemed the beneficial owner of the 1,093,188 Shares beneficially owned by Anson Advisors.

As of the close of business on October 24, 2023, the Reporting Persons collectively beneficially owned an aggregate of 1,704,628 Shares, constituting approximately 25.6% of the shares of Common Stock outstanding.

(c)       The transactions in the Shares by the Reporting Persons since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

The filing of this Amendment No. 7 shall not be construed as 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 of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person.

Item 6 is hereby amended to add the following:

As previously disclosed, each of Anson Master, Anson East Master and Funicular sold exchange-listed American-Style put options, which had an exercise price of $7.00 per Share and expired on October 20, 2023. On October 20, 2023, 143,200 Shares were delivered to Anson Master upon assignment of 1,432 of such put options, 35,800 Shares were delivered to Anson East Master upon assignment of 358 of such put options, and 120,600 Shares were delivered to Funicular upon assignment of 1,260 of such put options, as further detailed on Schedule A attached hereto, which is incorporated by reference herein. Also on October 20, 2023, the remainder of the put options sold by Anson Master, Anson East Master and Funicular, referencing an aggregate of 536,800 Shares, 134,200 Shares and 449,400 Shares, respectively, expired worthless pursuant to their terms and, accordingly, none of Anson Master, Anson East Master and Funicular have any exposure to such put options.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 24, 2023

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 6 to the Schedule 13D

ANSON INVESTMENTS MASTER FUND LP

ANSON EAST MASTER FUND LP

FUNICULAR FUNDS, LP