0000904454-13-001141.txt : 20131031 0000904454-13-001141.hdr.sgml : 20131031 20131030194653 ACCESSION NUMBER: 0000904454-13-001141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131031 DATE AS OF CHANGE: 20131030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEI Pharma, Inc. CENTRAL INDEX KEY: 0001262104 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 510407811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79594 FILM NUMBER: 131180530 BUSINESS ADDRESS: STREET 1: 11975 EL CAMINO REAL STREET 2: SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-792-6300 MAIL ADDRESS: STREET 1: 11975 EL CAMINO REAL STREET 2: SUITE 101 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: MARSHALL EDWARDS INC DATE OF NAME CHANGE: 20030902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIVO VENTURES VII, LLC CENTRAL INDEX KEY: 0001565020 IRS NUMBER: 274484686 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 575 HIGH STREET STREET 2: #201 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 688-0818 MAIL ADDRESS: STREET 1: 575 HIGH STREET STREET 2: #201 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D/A 1 s13da_102513-meipharma.htm AMENDMENT NO. 1 TO SCHEDULE 13D FOR MEI PHARMA, INC. s13da_102513-meipharma.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
MEI Pharma, Inc.
(Name of Issuer)
 
Common Stock, $0.00000002 par value
(Title of Class of Securities)
 
572322402
(CUSIP Number)
 
Albert Cha
575 High St. #201
Palo Alto, CA 94301
(650) 688-0818
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 with copies to:
 
David J. Saul, Esq.
Ropes & Gray LLP
1900 University Ave, 6th Floor
East Palo Alto, CA 94303
 
October 25, 2013
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [   ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 

 
 
 
 
CUSIP No. 572322402

 
SCHEDULE 13D

1.
NAME OF REPORTING PERSON.
 
Vivo Ventures VII, LLC
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 27-4484686
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
3,518,503 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
3,518,503 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,518,503 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.06% (2)
14.
TYPE OF REPORTING PERSON
OO
 
(1)
Includes 3,032,414 shares of common stock and warrants exercisable for an additional 411,041 shares held of record by Vivo Ventures Fund VII, L.P., and 66,089 shares of common stock and warrants exercisable for an additional 8,959 shares held of record by Vivo Ventures VII Affiliates Fund, L.P.  Vivo Ventures VII, LLC is the sole general partner of both of the Vivo VII Funds and may be deemed to beneficially own such shares, and disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
 
(2)
Based upon 17,117,152 shares of common stock outstanding as of October 24, 2013, as reported in the Issuer’s prospectus supplement, dated October 25, 2013, filed pursuant to Rule 424(b)(5)  on October 28, 2013.
 
 
 
 
 
 
2
 
 
CUSIP No. 572322402

1.
NAME OF REPORTING PERSON
 
Vivo Ventures Fund VII, L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 0001509160
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
3,443,455 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
3,443,455 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,443,455 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.65% (2)
14.
TYPE OF REPORTING PERSON
PN
 
(1)
Includes 3,032,414 shares of common stock and warrants exercisable for an additional 411,041 shares.
 
(2)
Based upon 17,117,152 shares of common stock outstanding as of October 24, 2013, as reported in the Issuer’s prospectus supplement, dated October 25, 2013, filed pursuant to Rule 424(b)(5)  on October 28, 2013.
 
 
 

 
 
3
 
 
CUSIP No. 572322402

1.
NAME OF REPORTING PERSON
 
Vivo Ventures VII Affiliates Fund, L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 0001538309
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
75,048 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
75,048 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,048 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.44% (2)
14.
TYPE OF REPORTING PERSON
PN
 
(1)
Includes 66,089 shares of common stock and warrants exercisable for an additional 8,959 shares.
 
(2)
Based upon 17,117,152 shares of common stock outstanding as of October 24, 2013, as reported in the Issuer’s prospectus supplement, dated October 25, 2013, filed pursuant to Rule 424(b)(5)  on October 28, 2013.
 
 
 

 
 
4
 
 
CUSIP No. 572322402

1.
NAME OF REPORTING PERSON.
 
Vivo Ventures V, LLC
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 84-1663511
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
204,416 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
204,416 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,416 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.19% (2)
14.
TYPE OF REPORTING PERSON
OO
 
(1)
Includes 178,169 shares of common stock and warrants exercisable for an additional 24,151 shares held of record by Vivo Ventures Fund V, L.P., and 1,846 shares of common stock and warrants exercisable for an additional 250 shares held of record by Vivo Ventures V Affiliates Fund, L.P.  Vivo Ventures V, LLC is the sole general partner of both of the Vivo V Funds and may be deemed to beneficially own such shares, and disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
 
(2)
Based upon 17,117,152 shares of common stock outstanding as of October 24, 2013, as reported in the Issuer’s prospectus supplement, dated October 25, 2013, filed pursuant to Rule 424(b)(5)  on October 28, 2013.
 
 
 
 
 
 
5
 

CUSIP No. 572322402
 

1.
NAME OF REPORTING PERSON.
 
Vivo Ventures Fund V, L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-2588981
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
202,320 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
202,320 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
202,320 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.18% (2)
14.
TYPE OF REPORTING PERSON
PN
 
(1)
Includes 178,169 shares of common stock and warrants exercisable for an additional 24,151 shares.
 
(2)
Based upon 17,117,152 shares of common stock outstanding as of October 24, 2013, as reported in the Issuer’s prospectus supplement, dated October 25, 2013, filed pursuant to Rule 424(b)(5)  on October 28, 2013.
 
 
 

 
 
6
 

CUSIP No. 572322402
 

1.
NAME OF REPORTING PERSON.
 
Vivo Ventures V Affiliates Fund, L.P.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3226166
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [ ]                   (b)  [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    [ ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
2,096 (1)
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
2,096 (1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,096 (1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01% (2)
14.
TYPE OF REPORTING PERSON
PN
 
(1)
Includes 1,846 shares of common stock and warrants exercisable for an additional 250 shares.
 
(2)
Based upon 17,117,152 shares of common stock outstanding as of October 24, 2013, as reported in the Issuer’s prospectus supplement, dated October 25, 2013, filed pursuant to Rule 424(b)(5)  on October 28, 2013.
 
 
 

 
 
7
 

CUSIP No. 572322402
 
 
 
SCHEDULE 13D
 

Explanatory Note: This Amendment No. 2 (the “Amendment”) amends and supplements the statement on Schedule 13D filed on December 21, 2012, as amended on June 14, 2013, (the “Prior 13D”) by the Reporting Persons relates to the common stock, par value $0.00000002 per share (the “Common Stock”) of MEI Pharma, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 11975 El Camino Real, Suite 101, San Diego, CA 92130.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Prior 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Prior 13D.

Item 4.
Purpose of Transaction

Item 4 of the Statement is hereby amended to add the following:

The Reporting Persons sold 7,763 shares of Common Stock on June 28, 2013, 101,090 shares of Common Stock on October 1, 2013, 514,350 shares of Common Stock on October 2, 2013, 275,000 shares of Common Stock on October 25, 2013, 41,216 shares of Common Stock on October 28, 2013 and 800 shares of Common Stock on October 29, 2013.

Item 5.
Interest in Securities of Issuer

This Amendment amends and restates Item 5 of the Prior 13D in its entirety as set forth below:

(a)
The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Schedule 13D.
   
(b)
The information requested by this paragraph is incorporated herein by reference to the information provided on the cover pages to this Schedule 13D.
   
(c)
Except as disclosed in Item 4, none of the Reporting Persons or their affiliates has effected any other transactions in the securities of the Issuer during the past 60 days.
   
(d)
Not Applicable.
   
(e)
Not Applicable.

Item 7.
Materials to be Filed as Exhibits

 
99.1
Joint Filing Agreement
 
 

 

 
8
 
 
CUSIP No. 572322402
 
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
DATED:  October 30, 2013
 

 
Vivo Ventures VII, LLC
 
 
By:
  /s/ Albert Cha
   
Name:  Albert Cha
Title:  Managing Member
 
 
 
Vivo Ventures Fund VII, L.P.
 
 
By:
Vivo Ventures VII, LLC, its General Partner
 
 
By:
  /s/ Albert Cha
   
Name: Albert Cha
Title:  Managing Member
 
 
 
Vivo Ventures VII Affiliates Fund, L.P.
 
 
By:
Vivo Ventures VII, LLC, its General Partner
 
 
By:
  /s/ Albert Cha
   
Name: Albert Cha
Title:  Managing Member
 
 

 

 
9
 
 
CUSIP No. 572322402

 

 
Vivo Ventures V, LLC
 
 
By:
  /s/ Albert Cha
   
Name:  Albert Cha
Title:  Managing Member
 
 
 
Vivo Ventures Fund V, L.P.
 
 
By:
Vivo Ventures V, LLC, its General Partner
 
 
By:
  /s/ Albert Cha
   
Name: Albert Cha
Title:  Managing Member
 
 
 
Vivo Ventures V Affiliates Fund, L.P.
 
 
By:
Vivo Ventures V, LLC, its General Partner
 
 
By:
  /s/ Albert Cha
   
Name: Albert Cha
Title:  Managing Member
 
 

 

 
10
 
 
CUSIP No. 572322402
JOINT FILING AGREEMENT
 
In accordance with Rule 16a-3(j) and Rule 13d-1(k)(1) and under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Schedules 13D and 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.00000002  per share, of MEI Pharma, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Forms Schedules 13D and l3G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute one agreement.
 
In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of October 30, 2013.
 
 
 
Vivo Ventures VII, LLC
 
 
By:
/s/ Albert Cha
   
Name:  Albert Cha
Title:  Managing Member
 
 
 
Vivo Ventures Fund VII, L.P.
 
 
By:
Vivo Ventures VII, LLC, its General Partner
 
 
By:
/s/ Albert Cha
   
Name: Albert Cha
Title:  Managing Member
 
 
 
Vivo Ventures VII Affiliates Fund, L.P.
 
 
By:
Vivo Ventures VII, LLC, its General Partner
 
 
By:
/s/ Albert Cha
   
Name: Albert Cha
Title:  Managing Member
 
 

 

 
11
 
 
CUSIP No. 572322402

 

 
Vivo Ventures V, LLC
 
 
By:
/s/ Albert Cha
   
Name:  Albert Cha
Title:  Managing Member
 
 
 
Vivo Ventures Fund V, L.P.
 
 
By:
Vivo Ventures V, LLC, its General Partner
 
 
By:
/s/ Albert Cha
   
Name: Albert Cha
Title:  Managing Member
 
 
 
Vivo Ventures V Affiliates Fund, L.P.
 
 
By:
Vivo Ventures V, LLC, its General Partner
 
 
By:
/s/ Albert Cha
   
Name: Albert Cha
Title:  Managing Member
 
 
 
 

12