Item 1.01 |
Entry into a Material Definitive Agreement. |
On October 31, 2023, MEI Pharma, Inc. (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with Funicular Funds, LP, a Delaware limited partnership (“Funicular”), Cable Car Capital LLC, a California limited liability company (“Cable Car”) and Jacob Ma-Weaver, an individual (“Mr. Ma-Weaver” and, collectively with Funicular and Cable Car, the “Cable Car Investors”); Anson Funds Management LP, a Texas limited partnership (“Anson Funds”), Anson Management GP LLC, a Texas limited liability company (“Anson Management”), Anson Advisors Inc., a corporation formed under the laws of Ontario, Canada (“Anson Advisors”), Anson Investments Master Fund LP, a Cayman Islands exempted limited partnership (“Anson Investments”), AIMF GP LLC, a Texas limited liability company (“AIMF”), Anson East Master Fund LP, a Cayman Islands exempted limited partnership (“Anson East”), AEMF GP LLC, a Texas limited liability company (“AEMF”), Anson Opportunities Master Fund LP, a Cayman Islands exempted limited partnership (“Anson Opportunities”), AOMF GP, LLC, a Texas limited liability company (“AOMF”), Bruce R. Winson, an individual (“Mr. Winson”), Amin Nathoo, an individual (“Mr. Nathoo”) Moez Kassam, an individual (“Mr. Kassam”), and Taheer Datoo, an individual (“Mr. Datoo” and collectively with Anson Funds, Anson Management, Anson Advisors, Anson Investments, AIMF, Anson East, AEMF, Anson Opportunities, AOMF, Mr. Winson, Mr. Nathoo, and Mr. Kassam, the “Anson Investors”); and solely for the purpose of Sections 1(f) and 2 therein, James Flynn, an individual (“Mr. Flynn”) and solely for the purposes of Section 2 therein, Mark Feldberg, an individual. The Cable Car Investors and the Anson Investors and each of their Affiliates (as defined therein) are collectively referred to as the “Investors,” and each, an “Investor”.
Pursuant to the Cooperation Agreement, the Company agreed to: (1) appoint Mr. James Flynn, Mr. Taheer Datoo, and Mr. Steven Wood to the board of directors (the “Board”), with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), and to nominate each of them for re-election at the 2024 Annual Meeting as the Company’s director nominees; (2) promptly pay a dividend in the amount of $1.75 per share of common stock to all stockholders; (3) subject to the proper exercise by the Board of its fiduciary duties under applicable law and to modification to the extent necessary to comply with appliable requirements under Delaware law, effect a second return of capital of approximately $9.33 million in the aggregate, in the form of a dividend or tender offer, if either (i) at least 17 patients in Cohort 1 of the Company’s ongoing ME-344 phase 1b study have disease progression prior to week 16 of treatment (a threshold consistent with the bar set forth in the phase 1b clinical trial protocol needed to continue the study by enrolling Cohort 2 of the phase 1b study), or (ii) at least six months after the date of the Cooperation Agreement, and prior to the initiation of Cohort 2 of the phase 1b study, the Board determines not to proceed with Cohort 2; and (4) form a Capital Allocation Committee of the Board, the scope of which will be to advise the Board on the Company’s strategic allocation of capital to support (i) the development of its drug candidate programs and (ii) other value creation or preservation measures, with a view toward maximizing stockholder value.
Under the terms of the Cooperation Agreement, the Investors have agreed to abide by customary standstill restrictions from the date of the Cooperation Agreement until the earlier to occur of (i) forty-five (45) days before the nomination window closes under the Bylaws for the Company’s 2026 Annual Meeting of Stockholders, and (ii) one hundred and twenty (120) days prior to the second anniversary of the 2024 Annual Meeting (the earlier of such date, the “Termination Date”) including that the Investors will not, among other things, (i) seek additional representation, or the removal of an existing director, on the Board, (ii) engage in any solicitation of proxies or consents, or (iii) make, or in any way participate in, any offer or proposal with respect to any Extraordinary Transaction (as defined therein), either publicly or in a manner that would reasonably require public disclosure by the Company or any of the Investors.
Pursuant to the Cooperation Agreement, the Investors agreed to certain voting commitments (subject to certain exceptions) and the parties agreed to a customary mutual non-disparagement provision.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The information set forth in Item 1.01 is incorporated herein by reference.
Resignations of Daniel P. Gold, Ph.D., Tamar D. Howson and Sujay R. Kango
In connection with the Cooperation Agreement, Daniel P. Gold, Ph.D., Tamar D. Howson and Sujay R. Kango have tendered their resignations as directors of the Board and all applicable committees of the Board, effective as of the date of the Cooperation Agreement, and will not seek reelection at the 2024 Annual Meeting. Neither Dr. Gold’s, Ms. Howson’s or Mr. Kango’s resignation from the Board is due to any disagreement with the Company, its management, the Board or any committee thereof, or with respect to any manner relating to the Company’s operations, policies or practices.