Item 1. |
Description of Registrants Securities to be Registered. |
On October 1, 2023, the Board of Directors (the Board) of MEI Pharma, Inc., a Delaware corporation (the
Company), approved and adopted a Rights Agreement, dated as of October 1, 2023 (the Rights Agreement), by and between the Company and Computershare, Inc., as Rights Agent (the Rights
Agent). Pursuant to the Rights Agreement, the Board declared a dividend of one preferred share purchase right (each, a Right) for each outstanding share of common stock, par value $0.00000002, of the Company (each, a
Common Share and, collectively, the Common Shares). The Rights are distributable to stockholders of record as of the close of business on October 12, 2023 (the Record Date). One Right
also will be issued together with each Common Share issued by the Company after October 12, 2023, but before the Distribution Date (as defined below) (or the earlier redemption or expiration of the Rights) and, in certain circumstances, after
the Distribution Date.
Generally, the Rights Agreement works by causing substantial dilution to any person or group that acquires
beneficial ownership of twenty percent (20%) or more of the Common Shares without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a
merger, tender, or exchange offer or other business combination involving the Company that is not approved by the Board. The Rights Agreement is not intended to interfere with any merger, tender, or exchange offer or other business combination
approved by the Board. The Rights Agreement also does not prevent the Board from considering any offer that it considers to be in the best interest of its stockholders.
The following is a summary description of the Rights and material terms and conditions of the Rights Agreement. This summary is intended to
provide a general description only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Registration Statement on Form 8-A and incorporated herein by reference. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
The Rights
Subject to the terms,
provisions and conditions of the Rights Agreement, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one one-thousandth of a share of a
newly-designated series of preferred stock, Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (each, a Series A Preferred Share and, collectively, the Series A Preferred
Shares), at an exercise price of $44.00 per one one-thousandth of a Series A Preferred Share, subject to adjustment (the Exercise Price). If issued, each one one-thousandth of a Series A Preferred Share would give the stockholder approximately the same dividend, voting and liquidation rights as does one Common Share. However, prior to exercise, a Right does not give its
holder any rights as a stockholder of the Company, including, without limitation, any dividend, voting, or liquidation rights. A copy of the Certificate of Designation of Series A Junior Participating Preferred Stock (the Series A
Certificate of Designation) that the Company intends to file with the Secretary of State of the State of Delaware on October 2, 2023 to designate the Series A Preferred Shares is filed as Exhibit 4.2 to this Registration Statement on
Form 8-A and is incorporated herein by reference.
Initial Exercisability
Initially, the Rights will not be exercisable, certificates will not be sent to stockholders and the Rights will automatically trade with the
Common Shares. Until the Rights separate from the Common Shares and become exercisable (or the earlier redemption or expiration of the Rights), the Rights will be evidenced by Common Share certificates, Rights relating to any uncertificated Common
Shares that are registered in book entry form will be represented by a notation in book entry on the records of the Company, and the surrender for transfer of any Common Shares will also constitute the transfer of the associated Rights.
Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and become exercisable
following the earlier to occur of (i) the tenth (10th) day (or such later date as may be determined by the Board) after the day on which a public announcement or filing with the Securities and Exchange Commission (the
SEC) is made indicating that a person has become an Acquiring Person (as defined below) or that discloses information that reveals the existence of an Acquiring Person (the Shares Acquisition Date), or
(ii) the tenth (10th) business day (or such later date as may be determined by the Board) after the commencement by any person (other than certain exempted persons) of, or the first public announcement of the intent of any person (other than
certain exempted persons) to commence, a tender or exchange offer by or on behalf of a person, the successful consummation of which would result in any person (other than certain exempted persons) becoming an Acquiring Person, irrespective of
whether any shares are actually purchased or exchanged pursuant to such offer (the earlier of these dates is called the Distribution Date).