MEI Pharma, Inc. (NASDAQ:MEIP) Files An 8-K Entry into a Material Definitive AgreementItem 3.02.Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On May11, 2018 MEI Pharma,Inc. (the “Company”) entered into a definitive securities purchase agreement (the “Purchase Agreement”) with certainpurchasers identified on the pagesthereto (the “Purchasers”) to which the Company agreed to sell an aggregate of 33,003,296 immediately separable units (the “Units”), comprised of an aggregate of 33,003,296 shares (the “Shares”) of the Company’s common stock, par value $0.00000002 per share (the “Common Stock”), and warrants (the “Warrants”) to purchase up to a maximum of 16,501,645 additional shares of Common Stock (the “Warrant Shares”), for an aggregate purchase price of approximately $75million (the “Private Placement”). The per Unit purchase price for a share of Common Stock and a Warrant to purchase 0.5 of a share of Common Stock was $2.2725. On May16, 2018 (the “Closing Date”), the Company completed the sale of the Units and separately issued to the Purchasers the Shares and the Warrants.
The Warrants issued to the Purchasers on the Closing Date have a per share exercise price of $2.54, subject to adjustment as provided in the Warrants, and are immediately exercisable at any time and from time to time through and including May16, 2023. The exercise price is payable in cash or may be satisfied through a cashless exercise, at the option of the Warrant holder. Each Warrant also provides that the holder thereof may not exercise such Warrant for a number of shares of Common Stock in excess of that number of shares that, upon giving effect to such exercise, would cause the Warrant holder (together with its affiliates) to beneficially own more than a specified percentage of the Common Stock.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.
The securities issued by the Company to the Purchase Agreement and to be issued upon exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company relied and will rely on the private placement exemption from registration provided by Section4(a)(2)of the Securities Act and by Rule506 of Registration D, promulgated by the SEC, and on similar exemptions under applicable state laws. The Company will file a FormD in accordance with the requirements of Regulation D.
Registration Rights Agreement
In connection with the signing of the Purchase Agreement, the Company and the Purchasers also entered into a registration rights agreement (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, the Company agreed to prepare and file with the SEC a registration statement on Form S-3 (the “Registration Statement”). The Company agreed to use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. The Registration Rights Agreement also provided for payment of liquidated damages to the Purchasers under certain circumstances relating to failure to obtain effectiveness of the Registration Statement.
The foregoing descriptions of the Purchase Agreement, Registration Rights Agreement and the Warrants are only brief summaries of such agreements and documents, do not purport to be complete and are qualified in their entirety by reference to the Form of Warrant, Purchase Agreement and the Registration Rights Agreement filed as Exhibits 4.1,10.1 and 10.2 to this Current Report on Form8-K and incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosures set forth in Item 3.02 above are incorporated herein for this Item 3.02.
Item 3.02. Other Events.
On May14, 2018, the Company issued a press release titled “MEI Pharma Announces $75 Million Private Placement.” A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 3.02. Financial Statements and Exhibits.
MEI Pharma, Inc. ExhibitEX-10.1 2 d586784dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of May 11,…To view the full exhibit click
About MEI Pharma, Inc. (NASDAQ:MEIP)
MEI Pharma, Inc. is an oncology company. The Company is focused on the clinical development of drugs and therapies for treatment of cancer. The Company’s portfolio of clinical drug candidates includes Pracinostat, ME-344 and PWT143. Pracinostat is an orally available histone deacetylase (HDAC) inhibitor indicated for the treatment of advanced hematologic diseases, such as acute myeloid leukemia (AML) and myelodysplastic syndrome (MDS). ME-344 is an isoflavone-based mitochondrial inhibitor targeting a mitochondrial component of the terminal respiratory chain complex in rapidly proliferating cells. PWT143 is an oral inhibitor of phosphatidylinositide 3-kinase (PI3K) delta, a molecular target that plays a critical role in the proliferation and survival of hematologic cancer cells. Pracinostat has been tested in multiple Phase I and Phase II clinical trials in advanced hematologic malignancies and solid tumor indications.