0000950170-23-055978 | 10-K/A | XBRL Viewer

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Jun. 30, 2023	Sep. 15, 2023	Dec. 31, 2022
Cover [Abstract]
Document Type	10-K/A
Amendment Flag	true
Amendment Description	Throughout this document MEI Pharma, Inc. is referred to as “MEI,” and, together with its subsidiaries, as “we,” “us,” or “our.”On September 26, 2023, MEI filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Original Form 10-K”). Certain Part III information was omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement is filed with the Securities and Exchange Commission (the “SEC”) within 120 days after the end of the fiscal year. We do not anticipate that MEI's definitive proxy statement involving the election of directors in connection with its MEI's fiscal year 2024 annual meeting of stockholders will be filed by October 27, 2023 (i.e., within 120 days after the end of the 2023 fiscal year). Accordingly, this Amendment No. 1 (this “Amendment”) hereby amends and restates Part III, Items 10 through 14, of the Original Form 10-K as set forth below. The information included herein as required by Part III, Items 10 through 14, of the Original Form 10-K is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our 2024 annual meeting of stockholders. Accordingly, the definitive proxy statement to be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14, of Form 10-K.This Amendment also restates Item 15 of Part IV of the Original Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.No other amendments are being made hereby to the Original Form 10-K. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the SEC on September 26, 2023, and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K. Terms used but not defined herein have the meanings given to them in the Original Form 10-K.
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Securities Act File Number	001-41827
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0407811
Entity Address, Address Line One	11455 El Camino Real
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	San Diego
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	369-7100
Trading Symbol	MEIP
Entity Registrant Name	MEI Pharma, Inc.
Entity Central Index Key	0001262104
Current Fiscal Year End Date	--06-30
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Small Business	true
Title of 12(b) Security	Common Stock, $0.00000002 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Address, State or Province	CA
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Common Stock, Shares Outstanding		6,662,857
Entity Public Float			$ 31.8
Auditor Firm ID	243
Auditor Location	San Diego, California
Auditor Name	BDO USA, P.C.
Document Financial Statement Error Correction [Flag]	false

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Jun. 02, 2023

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

Provided below is our “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:

•

A description of our most important measures that our Compensation Committee used in fiscal year 2023 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or “CAP”) to our performance;

•

A table that compares the total compensation of our named executive officers’ (also known as NEOs) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and

•

Graphs that describe:

the relationships between CAP and our cumulative total shareholder return (“TSR”), GAAP Net Income, and our selected measure, Total Cash (defined as all cash, cash equivalents, and investment held to maturity); and

the relationship between our TSR and the TSR of the Nasdaq Biotechnology Index (“Peer Group TSR”).

Given our current pay program, the only difference between the SCT and CAP amounts for our NEOs is the value of equity awards, which for purposes of the SCT is based on the grant date fair value of equity awards granted during the year, and for purposes of CAP is based on the year over year change in the fair value of equity awards that are unvested as of the end of the year, or that vested, or were forfeited during the year.

Note: pursuant to Item 402(v)(8), MEI, as a smaller reporting company ("SRC"), has provided the information required by 402(v) for three years, instead of five years and is not required to provide the disclosure required by 402(v)(2)(iv) or 402(v)(5) with respect to the total shareholder return of any peer group, or our-Selected Measure disclosure required by 402 (v)(2)(vi), or the Tabular List provided pursuant to 402(v)(6).

This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the NEOs. Please refer to our Compensation Discussion and Analysis, above, for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance.

Our Most Important Metrics Used for Linking Pay and Performance. As required by Item 402(v), below are the most important metrics linking CAP to performance for fiscal year 2023. Besides stock price, the only financial performance measure the Committee used to link executive compensation to performance in 2023 was Total Cash.

Compensation decisions are made each year taking into account a number of other factors. Target pay levels are primarily set based on clinical milestones, individual performance, scope of responsibility, and an annual assessment of pay competitiveness within the market, but

aside from Total Cash and stock price, no additional financial performance measures were used by us to link compensation actually paid to our NEOs in fiscal year 2023 to our performance.

Pay Versus Performance Table. In accordance with Item 402(v) and under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the tabular disclosure for our Chief Executive Officer (our Principal Executive Officer or “PEO”) and the average of our NEOs other than the PEO for fiscal years 2021, 2022 and 2023.


													Value of Initial Fixed $100 Investment Based on Total Shareholder Return
Year	Summary Compensation Table for Total Current PEO (Urso)(1)		Compensation Actually Paid to Current PEO (Urso)(2,3)		Summary Compensation Table for Total Former PEO (Gold)(1)		Compensation Actually Paid to Former PEO (Gold)(2,3)		Average Summary Compensation Table Total for Non-PEO NEOs(1)		Average Compensation Actually Paid to Non-PEO NEOs(2,3)		MEI Total Shareholder Return		Peer Total Shareholder Return(4)		MEI Net Income ($ Millions)			Company Selected Measure: Total Cash ($Millions)(5)
(a)	(b)		(c)		(b)		(c)		(d)		(e)		(f)				(h)			(i)
2023	$	2,101,058	$	1,689,893	$	2,446,640	$	1,853,678	$	772,486	$	640,229	$	8	$	95	$	(32	)	$	101
2022	$	—	$	—	$	2,528,609	$	268,643	$	1,260,180	$	250,830	$	15	$	87	$	(54	)	$	153
2021	$	—	$	—	$	2,948,575	$	1,476,023	$	1,271,435	$	607,434	$	69	$	120	$	(41	)	$	153

(1)

The PVP table reflects required disclosures for fiscal years 2021, 2022 and 2023. The Principal Executive Officer (PEO) is Daniel Gold from fiscal 2021, 2022 and 2023 but was replaced by David Urso as the PEO as of June 2, 2023. The non-PEO NEOs in fiscal year 2021 are Brian Drazba, Richard Ghalie, Robert Mass (former Chief Medical Officer) and David Urso; the non-PEO NEOs in fiscal year 2022 are Brian Drazba, Richard Ghalie, and David Urso; the non-PEO NEOs in fiscal year 2023 are Brian Drazba and Richard Ghalie.


Fiscal Year	PEO	Non-PEO NEOs
2023	David M. Urso (Current) Daniel P. Gold, Ph.D. (Former)	Brian G. Drazba and Richard G. Ghalie, M.D.
2022	Daniel P. Gold, Ph.D.	Brian G. Drazba, Richard G. Ghalie, M.D. and David M. Urso
2021	Daniel P. Gold, Ph.D.	Brian G. Drazba, Richard G. Ghalie, M.D., Robert D. Mass (former Chief Medical Officer; retired on May 3, 2021) and David M. Urso

(1)

The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(2)

"Compensation Actually Paid" (CAP) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. We have not paid dividends historically and does not sponsor any pension arrangements; thus, no adjustments are made for those items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:


	Current PEO (Urso)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	2,120,217		$	1,744,152		$	2,101,058
Stock and Option Award Values Reported in SCT for the Covered Year		(1,439,750	)		(1,078,500	)		(1,352,600	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		974,099			167,280			1,064,015
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(283,889	)		(508,767	)		(70,339	)
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			—
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(146,040	)		(127,938	)		(52,241	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		—			—			—
Compensation Actually Paid	$	1,224,637		$	196,227		$	1,689,893

	Former PEO (Gold)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	2,948,575		$	2,528,609		$	2,446,640
Stock and Option Award Values Reported in SCT for the Covered Year		(1,918,000	)		(1,536,800	)		(584,700	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		1,305,119			238,374			—
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(551,681	)		(747,241	)		—
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			188,782
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(307,990	)		(214,299	)		(129,123	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		—			—			(67,921	)
Compensation Actually Paid	$	1,476,023		$	268,643		$	1,853,678

	Average Non-PEO (Gold)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	1,271,435		$	1,260,180		$	772,486
Stock and Option Award Values Reported in SCT for the Covered Year		(785,225	)		(671,067	)		(177,850	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		439,021			104,085			101,680
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(146,669	)		(349,416	)		(31,805	)
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			—
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(99,445	)		(92,952	)		(24,282	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		(71,683	)		—			—
Compensation Actually Paid	$	607,434		$	250,830		$	640,229

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

(4)

The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended June 30, 2019. The comparison assumes $100 was invested for the period starting June 30, 2020, through the end of the listed year in us and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5)

We determined Total Cash to be the most important financial performance measure used to link our performance to CAP to our PEO and Non-PEO NEOs in 2023. Total Cash is defined as total cash, cash equivalents and short-term investments.

Company Selected Measure Name

Total Cash

Named Executive Officers, Footnote


Fiscal Year	PEO	Non-PEO NEOs
2023	David M. Urso (Current) Daniel P. Gold, Ph.D. (Former)	Brian G. Drazba and Richard G. Ghalie, M.D.
2022	Daniel P. Gold, Ph.D.	Brian G. Drazba, Richard G. Ghalie, M.D. and David M. Urso
2021	Daniel P. Gold, Ph.D.	Brian G. Drazba, Richard G. Ghalie, M.D., Robert D. Mass (former Chief Medical Officer; retired on May 3, 2021) and David M. Urso

Peer Group Issuers, Footnote

(4)

Adjustment To PEO Compensation, Footnote

(2)


	Current PEO (Urso)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	2,120,217		$	1,744,152		$	2,101,058
Stock and Option Award Values Reported in SCT for the Covered Year		(1,439,750	)		(1,078,500	)		(1,352,600	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		974,099			167,280			1,064,015
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(283,889	)		(508,767	)		(70,339	)
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			—
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(146,040	)		(127,938	)		(52,241	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		—			—			—
Compensation Actually Paid	$	1,224,637		$	196,227		$	1,689,893

	Former PEO (Gold)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	2,948,575		$	2,528,609		$	2,446,640
Stock and Option Award Values Reported in SCT for the Covered Year		(1,918,000	)		(1,536,800	)		(584,700	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		1,305,119			238,374			—
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(551,681	)		(747,241	)		—
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			188,782
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(307,990	)		(214,299	)		(129,123	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		—			—			(67,921	)
Compensation Actually Paid	$	1,476,023		$	268,643		$	1,853,678

	Average Non-PEO (Gold)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	1,271,435		$	1,260,180		$	772,486
Stock and Option Award Values Reported in SCT for the Covered Year		(785,225	)		(671,067	)		(177,850	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		439,021			104,085			101,680
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(146,669	)		(349,416	)		(31,805	)
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			—
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(99,445	)		(92,952	)		(24,282	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		(71,683	)		—			—
Compensation Actually Paid	$	607,434		$	250,830		$	640,229

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

(4)

Non-PEO NEO Average Total Compensation Amount

$ 772,486

$ 1,260,180

$ 1,271,435

Non-PEO NEO Average Compensation Actually Paid Amount

$ 640,229

250,830

607,434

Adjustment to Non-PEO NEO Compensation Footnote

(2)


	Current PEO (Urso)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	2,120,217		$	1,744,152		$	2,101,058
Stock and Option Award Values Reported in SCT for the Covered Year		(1,439,750	)		(1,078,500	)		(1,352,600	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		974,099			167,280			1,064,015
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(283,889	)		(508,767	)		(70,339	)
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			—
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(146,040	)		(127,938	)		(52,241	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		—			—			—
Compensation Actually Paid	$	1,224,637		$	196,227		$	1,689,893

	Former PEO (Gold)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	2,948,575		$	2,528,609		$	2,446,640
Stock and Option Award Values Reported in SCT for the Covered Year		(1,918,000	)		(1,536,800	)		(584,700	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		1,305,119			238,374			—
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(551,681	)		(747,241	)		—
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			188,782
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(307,990	)		(214,299	)		(129,123	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		—			—			(67,921	)
Compensation Actually Paid	$	1,476,023		$	268,643		$	1,853,678

	Average Non-PEO (Gold)(i)
Fiscal Year	2021			2022			2023
SCT Total	$	1,271,435		$	1,260,180		$	772,486
Stock and Option Award Values Reported in SCT for the Covered Year		(785,225	)		(671,067	)		(177,850	)
Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year		439,021			104,085			101,680
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(146,669	)		(349,416	)		(31,805	)
Fair Value of Stock and Option Awards Granted in Covered Year that Vested		—			—			—
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year		(99,445	)		(92,952	)		(24,282	)
Fair Value of Stock and Option Awards Forfeited during the Covered Year		(71,683	)		—			—
Compensation Actually Paid	$	607,434		$	250,830		$	640,229

(i) The fair value of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718

Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP versus our TSR and the Peer Group TSR.

Compensation Actually Paid vs. Net Income

Relationship between CAP and GAAP Net Loss. The chart below reflects the relationship between the PEO and average non-PEO NEO CAP and our GAAP Net Loss.

Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP and Total Cash (our Selected Measure). The chart below reflects the relationship between the PEO CAP and average non-PEO NEO CAP and our Total Cash.