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

MEI Pharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 3.02 Unregistered Sales of Equity Securities.

As previously reported, on July 22, 2025, the Company issued pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 6,022,869 shares of the Company’s Common Stock, par value $0.00000002 per share (the “Common Stock”), at an offering price of $3.4199 per Pre-Funded Warrant. The Pre-Funded Warrants were immediately exercisable, and were issued to one of the investors 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”).

On July 24, 2024, the above-referenced investor exercised Pre-Funded Warrants to purchase 2,084,509 shares of Common Stock. The investor paid the exercise price in cash in the aggregate amount of $208.45.

The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder for transactions by an issuer not involving a public offering to issue the Pre-Funded Warrant and shares of Common Stock issuable upon the exercise of the Pre-Funded Warrant.

The description of the Pre-Funded Warrant is qualified in its entirety by the full text of the form of Pre-Funded Warrant which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 22, 2025, and incorporated by reference herein.

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.