UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

AMENDMENT NO. 1







|☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2016

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission File Number: 000-50484





MEI Pharma, Inc.

(Exact
name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 51-0407811                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

11975 El Camino Real, Suite 101, San Diego, CA 92130

(Address of principal executive offices) (Zip Code)

(858) 792-6300

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                          |  |  
|----------------------- |  | - |  | ------------------------ |  | -
|Large accelerated filer |  | ☐ |  | Non-accelerated filer    |  | ☐
|                        |  |   | 
|Accelerated filer       |  | ☒ |  | Smaller reporting entity |  | ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes  ☐    No  ☒

As of November 8, 2016, the number of shares
outstanding of the issuers common stock, $0.00000002 par value, was 36,772,428.









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EXPLANATORY NOTE



This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this Amendment) amends the Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (the Original Report) filed by MEI Pharma, Inc. (the Company) with the Securities and Exchange Commission (the SEC) on
November 9, 2016.

This Amendment is being filed solely for the purpose of amending Exhibit 10.1 under Item 6 of Part II of the Original
Report in response to comments the Company received from the SEC staff on a confidential treatment request the Company made for certain portions of the Exhibit. The Exhibit, as re-filed, includes certain portions that had previously been redacted
pursuant to the Companys request for confidential treatment.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, this Amendment also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment and because this Amendment does not
contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

This Amendment continues to speak as of November 9, 2016, the filing date of the Original Report, and except as described above, no other
changes have been made to the Original Report and this Amendment does not modify or update disclosures in the Original Report and does not reflect subsequent events occurring after the date of the Original Report. Accordingly, this Amendment should
be read in conjunction with the Original Report.



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Item 6: Exhibits

Exhibit Index

Exhibits



|        |  |                                                                                                                                                                                                                  
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|10.1    |  | License, Development and Commercialization Agreement, dated as of August 5, 2016, by and between MEI Pharma, Inc. and Helsinn Healthcare SA                                                                     
|        | 
|10.2    |  | Common Stock Purchase Agreement, dated as of August 5, 2016, by and between MEI Pharma, Inc. and Helsinn Investment Fund SA *                                                                                    
|        | 
|31.1    |  | Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Executive Officer                                                                                                                                    
|        | 
|31.2    |  | Rule 13a-14(a) or Rule 15d-14(a) Certification of Principal Financial Officer                                                                                                                                    
|        | 
|32.1    |  | Certification of Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C 1350). *
|        | 
|101.INS |  | XBRL Instance Document. *                                                                                                                                                                                        
|        | 
|101.SCH |  | XBRL Taxonomy Extension Schema Document *                                                                                                                                                                        
|        | 
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document *                                                                                                                                                          
|        | 
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document *                                                                                                                                                           
|        | 
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document *                                                                                                                                                                
|        | 
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document *                                                                                                                                                         



| | Portions of this exhibit have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission.
|- | -------------------------------------------------------------------------------------------------------------------------------------------

|* | Previously filed with our Quarterly Report on Form 10-Q on November 9, 2016, which this Form 10-Q/A amends.
|- | -----------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the
undersigned, thereunto duly authorized.



MEI Pharma, Inc./s/ Daniel P. GoldDaniel P. Gold President and Chief Executive
Officer  Date: February 16, 2017




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