MEI Pharma Acquired by PharmaEssentia

TL;DR

MEI Pharma is officially bought by PharmaEssentia for $0.17 cash + CVR per share.

AI Summary

MEI Pharma, Inc. announced on October 22, 2024, the completion of its acquisition by PharmaEssentia Corporation. The transaction involved the acquisition of all outstanding shares of MEI Pharma for $0.17 per share in cash, plus one contingent value right (CVR) per share. This event marks a significant change for MEI Pharma as it is now a wholly-owned subsidiary of PharmaEssentia.

Why It Matters

This acquisition signifies a major strategic move in the pharmaceutical industry, potentially consolidating resources and pipelines for both companies. Shareholders of MEI Pharma will receive cash and a contingent value right, impacting their investment.

Risk Assessment

Risk Level: medium — The acquisition price and the inclusion of a contingent value right introduce financial risks and uncertainties for former MEI Pharma shareholders.

Key Numbers

• $0.17 — Acquisition Price per Share (Cash component of the transaction for MEI Pharma shareholders.)

Key Players & Entities

• MEI Pharma, Inc. (company) — Registrant
• PharmaEssentia Corporation (company) — Acquiring entity
• $0.17 (dollar_amount) — Per share acquisition price

FAQ

Key Financial Figures

• $0.00000002 — nge on which registered Common Stock, $0.00000002 par value MEIP The Nasdaq Stock Mar
• $500,000 — paid the Company an initial payment of $500,000 in cash plus the Reimbursement Amount (
• $62 million — "Closing") and may make payments up to $62 million after the Closing (the "Milestone Payme

Filing Documents

• meip-20241022.htm (8-K) — 47KB
• meip-ex2_1.htm (EX-2.1) — 487KB
• 0000950170-24-117406.txt ( ) — 714KB
• meip-20241022.xsd (EX-101.SCH) — 24KB
• meip-20241022_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 22, 2024 (the "Closing Date"), MEI Pharma, Inc., a Delaware corporation (the "Company"), and Aardvark Therapeutics, Inc., a Delaware corporation (the "Purchaser"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement"), pursuant to which the Company sold its rights, title and interest in and to certain assets related to ME-344 (the "Program Candidate"), including relevant intellectual property rights, technology and contracts. Pursuant to the Asset Purchase Agreement, the Purchaser paid the Company an initial payment of $500,000 in cash plus the Reimbursement Amount (as defined in the Asset Purchase Agreement) at the closing of the transactions contemplated by the Asset Purchase Agreement (the "Closing") and may make payments up to $62 million after the Closing (the "Milestone Payments"), payable upon the achievement of certain milestones regulatory approval and sales related to the Program Candidate (the "Milestone Events"). The Purchaser also assumed certain liabilities of the Company arising after the Closing, including liabilities arising under the transferred contracts. The Asset Purchase Agreement and the transactions contemplated therein were approved by the board of directors of the Company. The Asset Purchase Agreement contains customary representations, warranties and covenants of each of the Company and the Purchaser. Subject to specified survival limitations, the representations and warranties contained in the Asset Purchase Agreement terminated immediately following the Closing. Other than the Asset Purchase Agreement, there exists no material relationship between the Company, its affiliates or any of the Company's directors and officers, on the one hand, and the Purchaser, on the other. The terms of the transaction were negotiated between the Company and the Purchaser on an arms-length basis. The foregoing description of the Asset Purchase Agreement is qualified

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On October 22, 2024, the Company completed the transactions contemplated by the Asset Purchase Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 2.1 Asset Purchase Agreement, by and between MEI Pharma, Inc. and Aardvark Therapeutics, Inc., dated as of October 22, 2024 . 104 Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document.

SIGNATURES

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: October 25, 2024 By: /s/ Justin J. File Justin J. File Acting Chief Executive Officer, Chief Financial Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR