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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): August 05, 2025

    

MEI Pharma, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41827	51-0407811
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9920 Pacific Heights Blvd., Suite 150
San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 858 369-7100

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00000002 par value	MEIP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On August 5, 2025, MEI Pharma, Inc. (the “Company”) issued a press release announcing the Company’s acquisitions to date of Litecoin (LTC) tokens, reflecting the deployment of all of the net proceeds of the Company’s previously announced sales of common stock and pre-funded warrants under the securities purchase agreements entered into on July 17, 2025 by the Company and the various purchasers thereunder in a private placement offering (the “PIPE Offering”). The Company is the first U.S. listed public company to adopt Litecoin as a primary reserve asset and implementing a new strategy built on digital asset infrastructure and long-term capital innovation.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this item 7.01 by reference. The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 8.01 Other Events.

The Company announced that during the period beginning July 30, 2025 through August 4, 2025, the Company acquired 929,548 Litecoin (LTC) tokens at an average price of $107.58, utilizing all of the net proceeds under the PIPE Offering with Titan Partners Group LLC, a division of American Capital Partners, LLC, as placement agent.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.						Description
99.1						Press Release issued by MEI Pharma, Inc., dated August 5, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			MEI PHARMA, INC.

Date:	August 5, 2025	By:	/S/ Justin J. File
			Justin J. File Acting Chief Executive Officer, Chief Financial Officer and Secretary

EX-99.1 2 meip-ex99_1.htm EX-99.1 EX-99.1

MEI Pharma Acquires Litecoin, Launches $100M Institutional Treasury Strategy with Charlie Lee and GSR Advising

SAN DIEGO, 5 August 2025 – MEI Pharma, Inc. (NASDAQ: MEIP) (“MEI” or “the Company”) today announced the acquisition of 929,548 Litecoin (LTC) tokens at an average price of $107.58, successfully launching a major institutional treasury strategy with the LTC treasury now valued at approximately $110.4 million as of August 4, 2025. MEI becomes the first U.S.-listed public company to adopt Litecoin as a primary reserve asset, implementing a new strategy built on digital asset infrastructure and long-term capital innovation.

This strategic move, developed in partnership with GSR and with guidance provided by Litecoin Creator and MEI Board member Charlie Lee, marks the beginning of MEI’s broader institutional treasury initiative, designed to leverage the scalability and reliability of Litecoin as a long-term store of value and operational treasury asset.

“Litecoin has long embodied sound, scalable, and decentralized money,” said Mr. Lee. “By initiating this strategy, MEI is taking a clear, institutional step forward that recognizes Litecoin’s role as both a reserve asset and an integral part of global financial systems.”

Why Litecoin?

●

Proven Reliability: Over 13 years of uninterrupted uptime — a benchmark in blockchain resilience.

●

Operational Efficiency: Low fees and fast settlement make LTC ideal for treasury and reserve allocation.

●

Broad-Based Adoption: Integrated into platforms like BitPay, Robinhood, PayPal, and Venmo, with a wide network of users and merchants.

MEI’s treasury strategy is guided by GSR, a leading crypto investment firm, ensuring robust governance, execution, and market expertise.

“We’re proud to support MEI’s innovative Litecoin treasury initiative,” said Joshua Riezman, U.S. Chief Strategy Officer, GSR. “This model sets a new institutional standard for integrating digital assets into the financial operations of public companies.”

MEI plans to formally update its corporate identity in the weeks ahead, reflecting its expanding strategy, which could include the commencement of Litecoin mining activities, and a commitment to long-term innovation in capital structure and financial technology.

In addition to MEI’s new Litecoin treasury initiative, the Company continues to assess pre-clinical activities with our drug candidate pipeline that includes voruciclib, an oral cyclin-dependent kinase 9 inhibitor, and anticipates commencing further investigational research and development in the next several months.

About MEI Pharma, Inc.
MEI Pharma (Nasdaq: MEIP) is a pharmaceutical company with a portfolio of several drug candidates that may offer novel and differentiated therapies. Its treasury initiative — anchored by Litecoin — reflects a forward-thinking approach to governance, resilience, and financial innovation. For more information, please visit www.meipharma.com. Follow us on X (formerly Twitter) @MEI_Pharma and on LinkedIn.

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 our future actions, prospective products and activities, future performance or results, including the success of the PIPE transaction and Litecoin strategy, the amount of proceeds to be received by MEI Pharma and the intended use of proceeds from the PIPE transaction, and any assumptions underlying any of the foregoing. 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, risk relating to maintaining our current listing on Nasdaq, our ability to retain and attract senior management and other key employees, fluctuations in the market price of LTC and any associated impairment charges that we may incur as a result of a decrease in the market price of LTC below the value at which LTC is carried on our balance sheet, changes in the accounting treatment relating to our LTC holdings, our ability to achieve profitable operations, government regulation of cryptocurrencies and online betting, changes in securities laws or regulations, customer acceptance of new products and services including our LTC treasury strategy, the demand for our products and our customers’ economic condition, the impact of competitive products and pricing, the lengthy sales cycle, our proprietary rights, general economic conditions and other risk factors detailed in our annual report and other filings with the SEC. We do not intend to update any of these factors or to publicly announce the results of any revisions to these forward-looking statements.

Contact Information:

Justin J. File

858-898-0976

investor@meipharma.com

Source: MEI Pharma, Inc.