MEI Pharma Inc美股招股说明书(2025-07-23版)

Up to $100,000,000 of Common Stock We have entered into an At the Market Offering Agreement, or Sales Agreement, with Titan Partners GroupLLC, a division of American Capital Partners, LLC, or Titan, dated July22, 2025, relating to shares of ourcommon stock, par value $0.00000002 per share, or common stock, offered by this prospectus supplement. Inaccordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having anaggregate offering price of up to $100,000,000 from time to time through Titan, acting as our sales agent. Sales of our common stock, if any, under this prospectus supplement may be made by any method permittedthat is deemed an “at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended,or the Securities Act. Titan is not required to sell any specific amount but will act as our sales agent and usecommercially reasonable efforts to sell on our behalf the shares of common stock requested to be sold by us,consistent with its normal trading and sales practices, on mutually agreed terms between Titan and us. There is noarrangement for funds to be received in escrow, trust or similar arrangement. Titan will be entitled to compensation at a commission rate equal to 3.5% of the gross sales price per shareof common stock sold through it as sales agent pursuant to the Sales Agreement. In connection with the sale ofshares of our common stock on our behalf, Titan will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of Titan will be deemed to be underwriting commissions or discounts. Wehave also agreed to provide indemnification and contribution to Titan with respect to certain liabilities, includingliabilities under the Securities Act. See “Plan of Distribution” beginning on page S-12regarding thecompensation to be paid to Titan. Our common stock is listed on The Nasdaq Capital Market under the symbol “MEIP.” On July21, 2025, thelast reported sales price of our common stock on The Nasdaq Capital Market was $6.55 per share. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors”commencing on page S-5of this prospectus supplement and the accompanying base prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement.Any representation to the contrary is a criminal offense. The date of this prospectus supplement is July23, 2025 Titan Partners Groupa division of American Capital Partners TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-5FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-11PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-14EXPERTSS-14INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-15WHERE YOU CAN FIND MORE INFORMATIONS-15 Prospectus ABOUT THIS PROSPECTUS1SUMMARY2RISK FACTORS3CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS4SECURITIES OFFERED BY THIS PROSPECTUS6USE OF PROCEEDS7PLAN OF DISTRIBUTION8DESCRIPTION OF SECURITIES10LEGAL MATTERS13EXPERTS13INCORPORATION OF CERTAIN INFORMATION BY REFERENCE14WHERE YOU CAN FIND MORE INFORMATION14 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that wefiled with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Each timewe conduct an offering to sell securities under the accompanying base prospectus we will provide a prospectussupplement that will contain specific information about the terms of that offering, including the price, the amount ofsecurities being offered and the plan of distribution. This prospectus supplement describes the specific detailsregarding this offering and may add, update or change information contained in the accompanying base prospectus.The base prospectus, dated February28, 2024, including the documents incorporated by reference therein, providesgeneral information about us and our securities, some of which, such as the section entitled “Plan of Distribution,”may not apply to this offering. This prospectus supplement and the accompanying base prospectus are an offer tosell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.We are not, and Titan is not, making offers to sell or solicitations to buy our common stock in any jurisdiction inwhich an offer or solicitation is not authorized or in which the person making that offer or solicitation is notqualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. If information in this prospectus supplement is inconsistent with the accompanying base prospectus or t