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FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto. Commission File Number: 000-50484 MEI Pharma, Inc. (Exact name of registrant as specified in its charter) DELAWARE51-0407811(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 9920 Pacific Heights Blvd., Suite 150, San Diego, CA 92121(Address of principal executive offices) (Zip Code) (858) 369-7100(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbolName of each exchangeon which registeredCommon Stock, $0.00000002 par valueMEIPThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None(Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates, based on the closing price per share ofRegistrant's Common Stock on the Nasdaq Capital Market was approximately $28.7 million as of December 31, 2023. As of September 13, 2024, there were 6,662,857 shares of the registrant’s common stock, par value $0.00000002 per share, outstanding. PART IItem 1: BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1A:Item 1B:Item 1C:Item 2:Item 3:Item 4: PART IIItem 5: Item 6:Item 7:Item 7a:Item 8:Item 9:Item 9A:Item 9B:Item 9C: Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities[Reserved]Management’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures about Market RiskConsolidatedFinancial Statements and Supplementary DataChanges in and Disagreements with Accountants on Accounting and Financial DisclosureControls and ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspections PART IIIItem 10: Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accountant Fees and Services Item 11:Item 12:Item 13:Item 14: PART IVItem 15:Item 16: Exhibits, Financial Statement SchedulesForm 10-K Summary Forward-Looking Statements This Annual Report on Form 10-K (Annual Report) includes forward-looking statements, which involve a number of risks anduncertainties. These forward-looking statements can generally be identified as such because the context of the stat