Commits to Capital Return of Up to $3.15 per
Share
Adds Three New Directors and Forms Capital
Allocation Committee of the Board
MEI Pharma, Inc. (NASDAQ: MEIP) (the “Company”) and Anson Funds
and Cable Car Capital (“Anson and Cable Car”) today announced that
they have entered into a cooperation agreement. Key terms of the
agreement include:
- Capital Return to Stockholders: The Company intends to
promptly pay a dividend in the amount of $1.75 per share of common
stock to all stockholders.
Additionally, a second return of capital of
approximately $9.33 million in the aggregate will be authorized by
the Board 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 Company’s Board determines not to proceed with Cohort 2.
This second return of capital may take the form of a dividend or
tender offer, will be subject to the proper exercise by the Board
of its fiduciary duties under applicable law and is subject to
modification to the extent necessary to comply with appliable
requirements under Delaware law.
- Stockholder Designees Added to the Board: The Company
has appointed two directors designated by Anson and Cable Car: Mr.
James Flynn and Mr. Taheer Datoo. Additionally, Mr. Steven Wood, as
mutually agreed upon by the Company and Anson and Cable Car, has
been appointed as an additional MEI stockholder representative
designated by the Board. These appointments are effective
immediately and the new directors will be nominated for election by
the Company in connection with the upcoming fiscal 2024 Annual
Meeting of Stockholders (“2024 Annual Meeting”), to serve for a
three-year term if elected.
Current MEI directors Daniel P. Gold, Ph.D.,
Tamar D. Howson and Sujay R. Kango have resigned from the Board
concurrently with the execution of the cooperation agreement and
will not seek reelection at the 2024 Annual Meeting. Assuming all
directors nominated by the Board are elected at the 2024 Annual
Meeting, the Board will continue to comprise eight directors, six
of whom will be independent pursuant to the applicable stock
exchange listing standards.
- Formation of a Capital Allocation Committee: MEI’s Board
has formed a Capital Allocation Committee, comprising five
directors including the three new directors. The Capital Allocation
Committee will advise the full 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.
Additionally, as part of the cooperation agreement, Anson and
Cable Car have agreed to withdraw their consent solicitation and
will vote for the Company’s slate of director nominees in
connection with the 2024 Annual Meeting and the fiscal 2025 Annual
Meeting of Stockholders. Anson and Cable Car will also abide by
customary standstill provisions.
“Today’s announcement reflects our ongoing engagement with our
stockholders, and we are pleased to reach an agreement that we
believe is in the best interest of all stockholders,” said David M.
Urso, president and chief executive officer of MEI Pharma. “This
agreement enables MEI to support stockholder value by returning
capital via a near-term cash dividend, with the potential for
additional capital return, while allowing us to devote resources to
advance our two promising programs, voruciclib and ME-344, through
key upcoming data readouts – and avoid the costs associated with a
consent solicitation and proxy contest. With important near-term
data expected during the first half of 2024, we remain focused on
executing our development programs and the potential to deliver
differentiated and improved therapeutic options to cancer
patients.”
“We believe that MEI has the opportunity to create value for
stockholders by advancing its programs and judiciously returning
capital to stockholders – and the agreement we reached today is a
positive step forward for MEI stockholders,” said Moez Kassam of
Anson Funds and Jacob Ma-Weaver of Cable Car. “We are pleased to
reach this constructive resolution that we believe will add
important perspectives to the Board and ensure the Company is best
positioned to maximize value for stockholders.”
The complete agreement will be included as an exhibit to a
Current Report on Form 8-K, which will be filed with the Securities
and Exchange Commission (“SEC”).
About MEI Pharma
MEI Pharma, Inc. (Nasdaq: MEIP) is a clinical-stage
pharmaceutical company committed to developing novel and
differentiated cancer therapies. We build our pipeline by acquiring
promising cancer agents and creating value in programs through
development, strategic partnerships, out-licensing and
commercialization, as appropriate. Our approach to oncology drug
development is to evaluate our drug candidates in combinations with
standard-of-care therapies to overcome known resistance mechanisms
and address clear medical needs to provide improved patient
benefit. The drug candidate pipeline includes voruciclib, an oral
cyclin-dependent kinase 9 (“CDK9”) inhibitor, and ME-344, an
intravenous small molecule mitochondrial inhibitor targeting the
oxidative phosphorylation pathway. For more information, please
visit www.meipharma.com. Follow us on X (formerly Twitter)
@MEI_Pharma and on LinkedIn.
About Anson
Anson Funds is a privately held alternative asset manager with
$1.6B in assets. The firm was founded in 2007 with offices in
Toronto and Dallas.
About Cable Car
Cable Car Capital LLC is a registered investment adviser based
in San Francisco and the general partner of Funicular Funds, LP, an
investment partnership.
Important Information and Where to Find It:
This statement is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the Securities and Exchange Commission (the “SEC”).
Nonetheless, the Company, its directors and/or its director
nominees and certain of its executive officers and employees may be
deemed to be participants in the solicitation of proxies from the
Company’s stockholders in connection with the fiscal year 2024
Annual Meeting. The Company plans to file with the SEC a proxy
statement in connection with the solicitation of such proxies.
STOCKHOLDERS ARE URGED TO READ THE FISCAL 2024 PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Additional information regarding the identity of these potential
participants and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the fiscal year 2024
Proxy Statement and other materials to be filed with the SEC in
connection with the fiscal year 2024 Annual Meeting. Such
information can also be found in the Company’s definitive proxy
statement for the fiscal year 2023 Annual Meeting of Stockholders,
filed with the SEC on October 27, 2022, the Company’s Annual Report
on Form 10-K for the fiscal year ended June 30, 2023, filed with
the SEC on September 26, 2023, and in the Company’s Current Reports
on Form 8-K filed with the SEC from time to time. To the extent
holdings of the Company’s securities have changed since the amounts
shown in the definitive proxy statement for the fiscal year 2023
Annual Meeting of Stockholders, such changes have been or will be
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the SEC.
Updated information regarding the identities of potential
participants and their direct or indirect interests, by security
holdings or otherwise, in the Company will be set forth in the
fiscal year 2024 Proxy Statement and other relevant documents to be
filed with the SEC, if and when they become available. Stockholders
will be able to obtain, free of charge, copies of the fiscal year
2024 Proxy Statement (including any amendments or supplements
thereto) and any other documents filed by the Company with the SEC
in connection with the fiscal year 2024 Annual Meeting at the SEC’s
website (www.sec.gov) or the Company’s investor website at
https://www.meipharma.com/investors.
Forward-Looking
Statements
Certain information contained in this press release that are not
historical in nature are “forward-looking statements” within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 including, without limitation,
statements regarding: the potential, safety, efficacy, and
regulatory and clinical progress of our product candidates,
including the anticipated timing for initiation of clinical trials
and release of clinical trial data and our expectations surrounding
potential regulatory submissions, approvals and timing thereof, our
business strategy and plans; the sufficiency of our cash, cash
equivalents and short-term investments to fund our operations; and
our ability to fund the second capital return described above. You
should be aware that our actual results could differ materially
from those contained in the forward-looking statements, which are
based on management’s current expectations and are subject to a
number of risks and uncertainties, including, but not limited to
our failure to successfully commercialize our product candidates;
the availability or appropriateness of utilizing the FDA’s
accelerated approval pathway for our product candidates; final data
from our pre-clinical studies and completed clinical trials may
differ materially from reported interim data from ongoing studies
and trials; costs and delays in the development and/ or FDA
approval, or the failure to obtain such approval, of our product
candidates; uncertainties or differences in interpretation in
clinical trial results; uncertainty regarding the impact of rising
inflation and the increase in interest rates as a result; potential
economic downturn; activist investors; our inability to maintain or
enter into, and the risks resulting from, our dependence upon
collaboration or contractual arrangements necessary for the
development, manufacture, commercialization, marketing, sales and
distribution of any products; competitive factors; our inability to
protect our patents or proprietary rights and obtain necessary
rights to third party patents and intellectual property to operate
our business; our inability to operate our business without
infringing the patents and proprietary rights of others; general
economic conditions; the failure of any products to gain market
acceptance; our inability to obtain any additional required
financing; technological changes; government regulation; changes in
industry practice; and one-time events. We do not intend to update
any of these factors or to publicly announce the results of any
revisions to these forward-looking statements. Under U.S. law, a
new drug cannot be marketed until it has been investigated in
clinical studies and approved by the FDA as being safe and
effective for the intended use.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231031212335/en/
David A. Walsey 858-369-7104 investor@meipharma.com Joele Frank,
Wilkinson Brimmer Katcher Dan Katcher / Aaron Palash 212-355-4449
MEIP-jf@joelefrank.com
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