[Letterhead of MEI Pharma, Inc.]
November 19, 2013
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Jeffrey P. Riedler, Assistant Director |
| Daniel Greenspan |
| Austin Stephenson |
| Re: | MEI Pharma, Inc. |
| Post-Effective Amendment No. 2 to Form S-1 on Form S-3 |
| Filed November 12, 2013 |
| File No. 333-179590 |
Ladies and Gentlemen:
This letter is being filed in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) transmitted by letter dated November 18, 2013, to Daniel P. Gold, Ph.D., President and Chief Executive Officer of MEI Pharma, Inc. (the “Company”), with respect to the above-referenced registration statement on Form S-3.
This letter recites the Staff’s comment and then provides the Company’s response to that comment.
| 1. | Please amend your registration statement to incorporate by reference the Form 10-Q filed on November 8, 2013. |
Response:
Concurrently with this letter, the Company is filing an amendment to its registration statement that incorporates by reference the Form 10-Q filed on November 8, 2013.
* * * * *
If you have any questions concerning the above response, please contact the undersigned at (858) 792-0865 or Thomas M. Zech at (858) 369-7111.
| Sincerely, | ||
| MEI PHARMA, INC. | ||
| By: | /s/ Daniel P. Gold | |
| Daniel P. Gold | ||
| President and Chief Executive Officer | ||
Securities and Exchange Commission
November 19, 2013
Page 2
| cc: | Steven A. Navarro |
Finnbarr D. Murphy
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178