View:
United States securities and exchange commission logo
September 24, 2023
David Urso
Chief Executive Officer
MEI Pharma, Inc.
11455 El Camino Real, Suite 250
San Diego, California 92130
Re: MEI Pharma, Inc.
Preliminary Consent
Revocation Statement on Schedule 14A filed September
15, 2023
File No. 000-50484
Dear David Urso:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Consent Revocation Statement on Schedule 14A filed September
15, 2023
General
1. Disclosure in several
locations indicates that the Anson and Cable Car Group is
opportunistically
trying to wrest control of the Company from you and your duly elected
Board without paying an
appropriate control premium. The reference to a control
premium suggests that
the Anson and Cable Car Group is attempting to acquire share
capital as opposed to
exercising stockholder rights to seek written consents to remove the
existing board. We are
unaware of any legal requirement that obligates a non-
management party to pay
a control premium, or any proxy or consent solicitation
undertaken in
compliance with Section 14(a) and corresponding Regulation 14A in which
a person soliciting
proxies or written consents paid a control premium or made another
payment to security
holders, in exchange for a vote or consent in favor of its candidates.
Please refrain from
creating the impression that a payment is legally or otherwise required
in light of the
Exchange Rule 14a-9 proscription against omissions of material fact
David Urso
FirstName LastNameDavid Urso
MEI Pharma, Inc.
Comapany 24,
September NameMEI
2023 Pharma, Inc.
September
Page 2 24, 2023 Page 2
FirstName LastName
necessary to make the statements made in light of the circumstances
under which they are
made not false or misleading.
2. Disclosure indicates that [i]f the Anson and Cable Car Group s
director removal proposal
was valid and they obtained the required written consents to remove
the members of the
Board, it would create a sudden and significant disruption in the
governance function of
the Company and our Company could have no directors to oversee
business operations.
We note disclosure in the Anson and Cable Car Group s revised
preliminary consent
statement filed on August 4, 2023 that were they to successfully
remove some or all of
the current directors, [the Anson and Cable Car Group] would expect
any remaining
directors and/or the removed directors to work constructively with
[them] to reconstitute
the Board expeditiously. Please expand the company s disclosure
to explain its
understanding as to whether, following a successful consent
solicitation by the Anson and
Cable Car Group, the current board would be immediately removed, or
alternatively, if
true, that such directors would remain in place until such time as
they had appointed
replacement directors in cooperation and in consultation with the
Anson and Cable Car
Group, as suggested by the Group s disclosure.
3. Refer to the following statement in the disclosure:
The Anson and Cable Car proposals are designed in
furtherance of their single-
minded agenda to obtain the Company s cash as quickly as
possible regardless of the
opportunity cost to the Company s potential value-creating
clinical development
programs.
Each statement or assertion of opinion or belief must be clearly
characterized as such, and
a reasonable factual basis must exist for each such opinion or belief.
Support for opinions
or beliefs should be self-evident, disclosed in the consent revocation
statement or provided
to the staff on a supplemental basis. If the company is unable to
provide support for such
statement, please remove it from the disclosure. There currently is no
disclosure in the
company s preliminary consent revocation statement that provides any
reasonable basis
for the statement above.
4. Disclosure states that [t]he Consent Solicitation does a disservice
to all stockholders by
bypassing processes well-established in law and well-considered in
practice to oversee the
business strategy and business affairs of the Company. The Company has
an Annual
General Meeting upcoming at which it will again provide stockholders
with an established
mechanism to exercise oversight and control of the Board pursuant to
the established
provisions of Delaware law. It is our understanding that the annual
meeting could only
result in the replacement of a select number of directors given that
the board is classified.
As such, the above statement's reference to a disservice by
bypassing processes and
that stockholders will be able to exercise oversight and control of
the Board appears to
provide an inaccurate comparison of the impacts and effects of the
Anson and Cable Car
Group's consent solicitation to remove all current directors on the
board and the annual
meeting for the election, and potential replacement, of one class of
directors. Please
David Urso
MEI Pharma, Inc.
September 24, 2023
Page 3
revise to clarify or remove this statement.
5. Disclose the basis for the company s belief that the Anson and Cable
Car Group s consent
solicitation is invalid under Delaware law.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameDavid Urso
Division of
Corporation Finance
Comapany NameMEI Pharma, Inc.
Office of Mergers &
Acquisitions
September 24, 2023 Page 3
cc: Justin W. Chairman
FirstName LastName