MEI Pharma, Inc. (Nasdaq: MEIP) (the “MEI” or “the Company”)
today issued the following statement in response to the consent
solicitation initiated by a group led by Anson Advisors Inc. and
Cable Car Capital LLC.
The MEI Board of Directors and management
team are focused on advancing our two programs, voruciclib and
ME-344, both on the cusp of reporting clinical data during the
first half of 2024 that could support value creation opportunities
for the benefit of all stockholders. Each program holds the
potential, in combination with current therapies, to overcome known
resistance mechanisms and improve patient outcomes in cancer. As we
highlighted in our recent earnings disclosures, both programs have
generated strong engagement among our clinical investigators, and
are supported by data showing potential anti-tumor activity and
mechanistic proof-of-concept for the combinations being
evaluated.
This is an important time for our Company,
and our Board comprises highly qualified directors that bring the
broad and diverse experience and expertise needed to provide strong
oversight and guide the business forward as MEI executes on its
upcoming key milestones. Our Board is focused on value creation and
routinely evaluates its capital allocation priorities to ensure MEI
is positioning opportunities to deliver the highest returns to
stockholders.
In contrast, in their latest filing, Anson
and Cable Car are clear in their agenda: they want the Company’s
cash regardless of the opportunity cost to MEI’s development
programs and other stockholders. Don’t be misled by the claims of
Anson and Cable Car.
The plan that Anson and Cable Car lay out to
strip the Company of its cash now and replace it with the hope to
obtain financing later demonstrates a lack of understanding of our
business and the realities of today’s capital markets – and exposes
the lack of appreciation of the potential of the programs
contrasted with their self-interested desire for a return of
capital. We believe our stockholders should be highly concerned
that this self-interested group wants to take control of your
investment.
Further, if Anson and Cable Car are
successful in their consent solicitation and upcoming proxy fight,
it would create a sudden and significant disruption in the
governance function of MEI and cripple the Company’s ability to
leverage the potential to create value from the expected upcoming
data readouts from both programs.
Additionally, the MEI Board have evaluated Anson and Cable Car’s
latest request to set a new record date and determined there was no
basis for doing so. The Company set a record date of August 11,
2023 complying with the express request of Anson and Cable Car,
made on August 4, 2023, that a record date be set “immediately, and
in no event more than ten (10) days” after such request. The
Company then conducted multiple discussions with Anson and Cable
Car with the goal of reaching a mutual resolution. On September 13,
2023, Anson and Cable Car by letter unilaterally ended the
discussions and terminated the agreement that the Company had with
them regarding the conduct of the discussions, in which the Company
had committed to make a public response to their consent
solicitation promptly following the end to such discussions.
Pursuant to that agreement, the Company promptly filed our
preliminary materials on September 15, 2023. Consequently, the
record date that was set at the express request of Anson and Cable
Car for their consent solicitation remains August 11, 2023. MEI
stockholders of record as of the close of business on this date are
eligible to execute, withhold and revoke written consents in
connection with Anson and Cable Car’s proposal.
The MEI Board of Directors and management team will continue to
take actions that it believes represent the best interest of
ALL MEI stockholders.
The MEI Board will provide its formal recommendation with
respect to the consent solicitation in its definitive consent
solicitation materials that will be filed with the Securities and
Exchange Commission (“SEC”) in the coming days. Additionally, the
Board will present its recommendation with respect to the election
of directors in the Company’s proxy statement, which will be filed
with the SEC and mailed to all stockholders eligible to vote at the
Company’s fiscal year 2024 Annual Meeting of Stockholders.
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.
Important Information and Where to Find It:
This statement is neither a solicitation of a proxy or consent
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 revocations of
consents relating to (i) the efforts of Cable Car Capital LLC
(“Cable Car Capital” and, together with its affiliates, “Cable
Car”), Anson Advisors Inc. (“Anson Advisors” and, together with its
affiliates, “Anson”) and certain other participants to solicit
consents for the removal of all members of the Company’s Board, or
(ii) proxies from the Company’s stockholders in connection with the
fiscal year 2024 Annual Meeting. The Company plans to file with the
SEC (i) a consent revocation statement in connection with the
solicitation of consents to remove the members of the Board (the
“Consent Revocation Statement”) and (ii) a proxy statement in
connection with the solicitation of proxies for the fiscal year
2024 Annual Meeting (the “Fiscal 2024 Proxy Statement”).
STOCKHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT
AND 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 Consent Revocation
Statement or Fiscal 2024 Proxy Statement and other materials to be
filed with the SEC in connection with the consent solicitation or
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 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 Consent Revocation Statement and the Fiscal 2024 Proxy
Statement (including any amendments or supplements thereto) and any
other documents filed by the Company with the SEC in connection
with the consent solicitation or the Fiscal 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 statement 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 director nominations discussed above, 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. 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/20230928314455/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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