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MEIP > SEC Filings for MEIP > Form 8-K on 5-Nov-2012All Recent SEC Filings

Show all filings for MEI PHARMA, INC.

Form 8-K for MEI PHARMA, INC.


5-Nov-2012

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti


Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On November 4, 2012, MEI Pharma, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") by and among the Company and Vivo Ventures Fund VII, L.P. and Vivo Ventures VII Affiliates Fund, L.P. (collectively, "Vivo"), New Leaf Ventures II, L.P. ("New Leaf") and certain other accredited investors identified in Exhibit A thereto (collectively with Vivo and New Leaf, the "Purchasers"), pursuant to which the Company agreed, subject to stockholder approval, to issue an aggregate of 55,000,000 units ("Units") to the Purchasers for an aggregate purchase price of $27,500,000 in a private placement (the "Transaction") in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). Each Unit consists of one share of common stock, par value $0.00000002 per share ("Common Stock"), of the Company and warrants to acquire 0.70 shares of Common Stock at an exercise price of $0.52 per share ("Warrants"). The Units will consist of an aggregate of 55,000,000 shares of Common Stock (the "Shares") and Warrants exercisable for an aggregate of 38,500,000 shares of Common Stock (the "Warrant Shares"). The Form of Warrant is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

The Company intends to use the proceeds of the Transaction to fund a Phase II clinical study of Pracinostat in Myelodysplastic Syndrome and for general corporate purposes and working capital.

The Board of Directors of the Company approved the Purchase Agreement and transactions contemplated thereby on November 4, 2012, and the Company's majority stockholder, Novogen Limited ("Novogen"), provided its written consent with respect thereto on November 5, 2012. Novogen's approval by written consent, as majority stockholder, will not be effective until 20 days after the Company mails an information statement to its other stockholders in accordance with Schedule 14C under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company will prepare an information statement to be filed with the Securities and Exchange Commission (the "SEC") that will provide additional important information concerning the Transaction and mail it to stockholders when completed. The Company's stockholders will be able to obtain, without charge, a copy of the information statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. The Company's stockholders will also be able to obtain, without charge, a copy of the information statement and other relevant documents (when available) by directing a request by mail or telephone to MEI Pharma, Inc., 11975 El Camino Real, Suite 101, San Diego, California 92130, Attn:
Investor Relations, telephone: (858) 792-6300, or from the Company's website, www.meipharma.com.

The Purchase Agreement provides that, if the Company proposes to offer equity or equity equivalent securities to any person prior to December 31, 2013 (a "Subsequent Financing"), each Purchaser then holding at least 3,000,000 shares of Common Stock (or 300,000 shares, after giving effect to the 1-for-10 reverse stock split that the Company intends to effect prior to the Closing) will have the right to purchase (the "Right of First Refusal") its pro rata portion of such equity securities, based on its equity ownership of the Company; provided, however, that the amount of equity securities which any Purchaser will have the right to purchase shall be such amount as may be available after the Company has fulfilled its obligation under the Amended and Restated Securities Purchase Agreement, dated as of May 16, 2011, by and among the Company and the investors listed on the Schedule of Buyers attached thereto (the "2011 PIPE Investors"), to permit such investors to purchase up to 35% of certain offerings of equity securities (such obligation, the "2011 PIPE Participation Right"). If the Subsequent Financing is a public offering in which the Purchasers are unable to participate as a matter of law, then the Company will make a concurrent private offering of securities to the Purchasers on the same terms and conditions as the securities that the Purchasers would otherwise have been entitled to purchase in the Subsequent Financing


and shall provide registration rights substantially identical to those provided in the Registration Rights Agreement (as defined below). The Right of First Refusal shall not apply to (i) shares of Common Stock issued upon exercise of any warrants or conversion of the Company's outstanding Series A Convertible Preferred Stock, (ii) the shares of Common Stock that may become issuable to S*Bio Pte Ltd. upon the achievement of certain clinical and regulatory achievements by the Company pursuant to the terms of the Asset Purchase Agreement, dated as of August 7, 2012, between the Company and S*Bio Pte Ltd.,
(iii) shares of Common Stock issued pursuant to equity awards under the Company's equity incentive plans approved by the Board of Directors,
(iv) securities issued in connection with certain commercial transactions approved by the Board of Directors, (v) securities issued pursuant to a merger, consolidation, acquisition or similar business combination approved by the Board of Directors or (vi) securities issued in connection with any stock split, stock dividend or recapitalization of the Company.

The Purchase Agreement prohibits the Company from directly or indirectly soliciting or providing any information to or entering into any agreement with any corporation, other entity, or person other than one or more of the Purchasers, or any of their respective affiliates, concerning any acquisition of any of the securities of, or all or substantially all of assets of, the Company or any merger of the Company or any subsidiary of the Company or any sale of any material assets or any sale of any shares of the Company or any of its affiliates, other than pursuant to outstanding compensatory stock options, warrants, convertible preferred stock or other contractual commitments, including the 2011 PIPE Participation Right, previously made and approved by the Company's Board of Directors for a period from November 4, 2012 until the earlier of the Closing (as defined below) or the termination of the Purchase Agreement (the "No-Shop Period"). If, during the No-Shop Period, the Company, any of its subsidiaries, or any officer, director, employee, representative or other agent of the Company or any of its subsidiaries, receives any inquiry or offer with respect to such a transaction, then the Company is required to advise the Purchasers of such inquiry or offer (including all terms thereof) and provide to the Purchasers copies of all written documents memorializing or . . .



Item 3.02. Unregistered Sales of Equity Securities

The disclosure set forth under the heading "Purchase Agreement" in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 5, 2012, Novogen, the majority stockholder of the Company, approved the Purchase Agreement. Novogen's approval by written consent, as majority stockholder, will not be effective until 20 days after the Company mails an information statement to its stockholders in accordance with Schedule 14C under the Exchange Act.



Item 9.01. Financial Statements and Exhibits

(d)

4.1    Form of Warrant

10.1   Securities Purchase Agreement, dated as of November 4, 2012, by and among
       MEI Pharma, Inc., Vivo Ventures Fund VII, L.P., Vivo Ventures VII Affiliates
       Fund, L.P., New Leaf Ventures II, L.P., and and certain other accredited
       investors identified in Exhibit A thereto.

10.2   Form of Governance Agreement

10.3   Form of Registration Rights Agreement

99.1   Press Release dated November 5, 2012


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