Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On February 7, 2013, the Board of Directors (the "Board") of MEI Pharma, Inc. (the "Company") appointed Thomas C. Reynolds, M.D., Ph.D., to the Board of Directors to fill the vacancy created by the increase in the size of the Board from six directors to seven directors, which became effective on December 18, 2012. Dr. Reynolds was proposed to the Nominating Committee of the Board as a candidate for director pursuant to the previously-announced governance agreements entered into on December 18, 2012 between the Company and each of Vivo Ventures Fund VII, L.P. and New Leaf Ventures II, L.P.

Dr. Reynolds will receive the standard compensation received by the Company's non-employee directors and will enter into the Company's standard indemnification agreement for non-employee directors. The standard compensation arrangements and indemnification agreement are described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2011.

A press release announcing Dr. Reynolds' appointment, dated February 11, 2013, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press release, dated February 11, 2013.

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