- Responds to Substantial Stock Accumulation by
Anson Advisors and Cable Car Capital -
- Protects Long-Term Value of All Stockholders’
Investments in MEI Pharma -
MEI Pharma, Inc. (Nasdaq: MEIP), a clinical-stage pharmaceutical
company focused on advancing new therapies for cancer, today
announced that its Board of Directors has unanimously approved the
adoption of a limited-duration stockholder rights plan (“Rights
Plan”) under which stockholders will receive rights to purchase a
new series of preferred stock in certain circumstances.
The Board of Directors resolved to adopt the Rights Plan
following the recent Schedule 13D amendments filed by Anson
Advisors Inc. (“Anson Advisors”) and Cable Car Capital LLC (“Cable
Car Capital” and, together with Anson Advisors and their respective
affiliates, the “Anson and Cable Car Group”), in which the Anson
and Cable Car Group disclosed that they and their affiliates have
acquired a position that represents approximately 19.9% of the
outstanding shares in MEI Pharma held outright. Additionally, the
Anson and Cable Car Group have sold exchange-listed put options
representing a potential aggregate of an additional 1,500,000
shares.
The Company issued the following statement:
In accordance with its fiduciary duties, the
MEI Board of Directors is firmly committed to taking actions that
are in the best interest of all of the Company’s stockholders. In
that regard, our Board is focused on the Company’s drug development
efforts and regularly evaluates the Company’s capital allocation to
ensure that MEI is best positioned to optimize stockholder returns.
As we’ve noted, the Company is advancing its two clinical programs
that are 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.
We believe it is imperative that MEI
stockholders are given the opportunity to realize the full
long-term potential of their MEI investment. Our Board is therefore
adopting this Rights Plan to prevent MEI stockholders from being
deprived of that opportunity by a self-interested group taking
control of the Company in a manner or at a price that is not in the
best interest of all stockholders.
The Rights Plan is similar to plans adopted by other publicly
traded companies. It is intended to promote the fair and equal
treatment of all MEI stockholders and ensure that no person or
group can gain control of MEI through open market accumulation or
other tactics potentially disadvantaging the interest of all
stockholders. The Rights Plan applies equally to all current and
future stockholders and is not intended to deter offers that are
fair and otherwise in the best interest of all of the Company’s
stockholders.
Pursuant to the Rights Plan, the Company is issuing one right
for each share of common stock as of the close of business on
October 12, 2023. The rights will initially trade with MEI Pharma’s
common stock and will become exercisable only if any person
acquires 20% or more of the Company’s outstanding common stock. In
that case, each holder of a right (other than the acquiring person,
whose rights will become void and will not be exercisable) will be
entitled to purchase, at the then-current exercise price,
additional shares of common stock having a then-current market
value of twice the exercise price of the right. Any stockholders
with beneficial ownership of 20% or more of the Company’s
outstanding common stock prior to this announcement are
grandfathered at their current ownership levels but are not
permitted to increase their ownership without triggering the Rights
Plan. The Rights Plan is effective immediately and will expire on
September 30, 2024.
Further details about the Rights Plan will be contained in a
Form 8-K to be filed by the Company with the Securities and
Exchange Commission.
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 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. 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/20231001871904/en/
David A. Walsey MEI Pharma Tel: 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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