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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): September 10, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective September 10, 2025, MEI Pharma, Inc. (the “Company”) changed its name to Lite Strategy, Inc. pursuant to an amendment to its amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware (the “Name Change”). Pursuant to the Delaware General Corporation Law, a stockholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s stockholders.

On September 11, 2025, the Company’s common stock, par value $0.00000002 per share, which trades on the NASDAQ Capital Market, will cease trading under the ticker symbol “MEIP” and commence trading under the ticker symbol “LITS.”

The foregoing description of the amendment to the Company's amended and restated certificate of incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 10, 2025, the Company issued a news release announcing the Name Change and new ticker symbol. The news release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this item, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for 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. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Exhibit Title

3.1		Certificate of Amendment.

99.1		Press release, dated September 10, 2025.

104		Cover Page Interactive Data File (formatted as inline XBRL)

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:	September 10, 2025	By:	/s/ Justin J. File
			Justin J. File Acting Chief Executive Officer, Chief Financial Officer and Secretary

EX-3.1 2 meip-ex3_1.htm EX-3.1 EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

MEI PHARMA, INC.

MEI Pharma, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

The name of the Corporation is MEI Pharma, Inc. and the corporation was originally incorporated under the name, Marshall Edwards, Inc.

Article I of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

“I. The name of the corporation (hereinafter referred to as the “Corporation”) is Lite Strategy, Inc.”

The future effective time of the foregoing amendment is 12:01 a.m. on September 10, 2025.

That the foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature page follows]

Exhibit 3.1

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by an officer of the Corporation this 2nd day of September, 2025.

MEI PHARMA, INC.

By: /s/ Justin J. File

Name: Justin J. File

Title: Acting Chief Executive Officer, Chief Financial Officer and Secretary

[Signature Page to Certificate of Amendment]

EX-99.1 3 meip-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

MEI Pharma, Inc. Rebrands as Lite Strategy, Inc., Adopts New NASDAQ Ticker ‘LITS’

Lite Strategy Rebrand Aligns with Company’s LTC Digital Asset Treasury Strategy Advised by GSR Ventures

[San Diego, CA – September 10, 2025] MEI Pharma, Inc. (NASDAQ: MEIP) (“MEI” or the “Company”) today announced that it will change its corporate name to Lite Strategy, Inc., reflecting the Company’s expansion into a pioneer in digital asset treasury management. Alongside the rebrand, the Company’s ticker symbol on the NASDAQ Stock Market will transition from MEIP to LITS, effective at market open on September 11, 2025.

The rebranding to Lite Strategy, Inc. underscores the Company’s commitment to building a long-term corporate strategy around Litecoin (LTC) as our primary reserve asset. In August, MEI became the first U.S.-listed public company to adopt LTC for its corporate treasury, securing more than $100 million in LTC with the guidance of LTC creator Charlie Lee as a member of the board of directors of the Company, as well as GSR, a global leader in digital asset treasury company capital markets.

“Litecoin has proven itself for over a decade as one of the most secure, reliable, and scalable digital assets in the world,” said Charlie Lee, Creator of Litecoin and Board Member of Lite Strategy. “This rebrand and treasury strategy are important milestones that demonstrate how Litecoin can serve as a cornerstone for a strategy built with a digital asset infrastructure.”

“Diversification is a fundamental principle of treasury management, and Litecoin offers our Company a compelling complement to Bitcoin and other digital assets,” said Jay File, Acting CEO of Lite Strategy. “Lite Strategy’s forward-looking approach, utilizing the market expertise of GSR to execute our strategy, creates a powerful model for how public companies can incorporate Litecoin into treasury operations in a way that is both innovative and accessible to traditional investors.”

GSR is working closely with Lite Strategy for LTC, providing liquidity, risk management, and strategic insight that support its adoption as a core treasury asset, while ensuring robust governance, execution, and market expertise.

The Company emphasized that its rebranding and ticker change are aligned with its mission to expand access to compliant digital asset exposure while enhancing shareholder value.

In addition to Lite Strategy, Inc.’s new LTC treasury initiative, the Company continues to evaluate its pipeline of drug candidates. Specifically, the Company plans to initiate a preclinical strategy to identify new development opportunities for voruciclib, an oral cyclin-dependent kinase 9 inhibitor, and zandelisib, an oral, selective PI3Kδ inhibitor.

About Lite Strategy, Inc. (LITS)

Exhibit 99.1

Lite Strategy, Inc. (NASDAQ: LITS) is the first U.S.-listed public company to adopt Litecoin as its primary reserve asset. Formerly MEI Pharma, the Company has expanded its business model beyond its portfolio of drug candidates to focus on pioneering institutional-grade digital asset treasury strategies, in partnership with leading innovators across blockchain, finance, and technology.

For more information, please visit https://litestrategy.com/.

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. 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, 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.

Justin J. File

Acting CEO, CFO

858-369-7199

investor@litestrategy.com

Source: Lite Strategy, Inc.