SC 13D/A 1 d427119dsc13da.htm SCHEDULE 13D AMENDMENT NO. 6 Schedule 13D Amendment No. 6

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Information To Be Included in Statements Filed Pursuant to Rules 13d-1(a) and

Amendments Thereto Filed Pursuant to 13d-2(a)

(Amendment No. 6)*

 

 

 

MEI Pharma, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.00000002 per share

(Title of Class of Securities)

 

572322402

(CUSIP Number)

 

Mark Hinze

Chief Financial Officer

Novogen Limited

Level 1, 1-7 Waterloo Road

North Ryde, New South Wales 2113

Australia

Tel: 61-2-9878-0088

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 11, 2012

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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

      13D         PAGE  2  OF 6 PAGES   

 

  (1)   

NAME OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NO.

OF ABOVE PERSONS (ENTITIES ONLY)

 

Novogen Limited

  (2)  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  (3)  

SEC USE ONLY

 

  (4)  

SOURCE OF FUNDS*

 

WC

  (5)  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)  ¨

 

  (6)  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Novogen Limited is organized under the laws of Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      (7)    

SOLE VOTING POWER

 

20,084,414(1)

     (8)   

SHARED VOTING POWER

 

0

     (9)   

SOLE DISPOSITIVE POWER

 

20,084,414(1)

   (10)   

SHARED DISPOSITIVE POWER

 

0

(11)

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,084,414(1)

(12)

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

(13)

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

69.9%(2)

(14)

  

TYPE OF REPORTING PERSON

 

CO

 

1 Includes (i) 13,010,246 shares of common stock, par value $0.00000002 per share (the “Common Stock”); (ii) 4,827,000 shares of Common Stock issuable upon conversion of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Convertible Preferred Stock”) held by Novogen Limited (“Novogen”); and (iii) 2,247,168 shares of Common Stock issuable upon exercise of Warrants (as defined in the response to Item 4. herein) held by Novogen. Please see the response to Item 5. of this report for a description of certain circumstances under which the Series A Convertible Preferred Stock may be converted into 9,654 shares of Common Stock per share of Series A Convertible Preferred Stock for an aggregate of 9,654,000 shares of Common Stock.
2 Calculated based on 28,747,650 shares of Common Stock outstanding, which includes (i) 21,673,482 outstanding shares of Common Stock outstanding as of September 17, 2012 (as reported in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on September 18, 2012); (ii) 4,827,000 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock held by Novogen; and (iii) 2,247,168 shares of Common Stock issuable upon exercise of Warrants held by Novogen.

CUSIP NO. 572322402

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This Amendment No. 6 (“Amendment No. 6”) to the Statement on Schedule 13D, originally filed on August 7, 2008 (as amended by Amendments No. 1, 2, 3, 4 and 5 thereto, the “Statement”) amends Items 1, 4 and 5 of the Statement. Capitalized terms used but not defined in this Amendment No. 3 shall have the respective meanings ascribed to them in the Statement.

 

Item 1. SECURITY AND ISSUER.

This Amendment No. 6 relates to the common stock, par value $0.00000002 per share (“Common Stock”), of MEI Pharma, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware. The principal executive office of the Company is located at 11975 El Camino Real, Suite 101, San Diego, California, 92130.

 

Item 4. PURPOSE OF TRANSACTION.

On October 11, 2012, Novogen issued a notice of an annual general meeting of shareholders to be held on November 12, 2012. At such annual general meeting of shareholders, shareholders of Novogen will consider whether to approve actions required under Australian law to effectuate a A$7 million reduction in its issued capital by making a distribution of all of its shares of Common Stock of the Company, including 4,827,000 shares of Common Stock issuable upon conversion of the Company’s Series A Convertible Preferred Stock, but excluding 2,247,168 shares of Common Stock issuable upon exercise of Warrants, to its shareholders. If the distribution is approved by Novogen’s shareholders, each shareholder will receive approximately one share of Common Stock for every 59 Ordinary Shares of Novogen held by such shareholder as of November 20, 2012, which basis was determined after taking into account the proposed 1-for-10 reverse stock split announced by the Company on September 28, 2012. Shareholders will not be required to pay any consideration for the shares of Common Stock. Novogen anticipates completion of the distribution by November 27, 2012. [However, Novogen can give no assurance that the distribution will be completed by this date or at all, whether or not the distribution is approved by its shareholders. After completion of the proposed distribution, Novogen will cease to be the record holder of any shares of Common Stock, but will continue to beneficially own 2,247,168 shares of Common Stock issuable upon exercise of Warrants.

 

Item 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5 as set forth in the Statement is amended and restated in its entirety as follows:

The following information is provided as of October 11, 2012:

(a) Number of shares and percent of Common Stock beneficially owned as of October 11, 2012 by Novogen and each of the other persons listed on Schedule A hereto. Except as indicated below, the following information is based on 21,673,482 shares of Common Stock outstanding as of October 11, 2012:

 

Name

   

Number of Shares of Common Stock:

   

Percent of Common Stock:

Novogen

    20,084,414*    69.9%*

Josiah T. Austin

    582,308    2.7%

William D. Rueckert

    4,209    Less than 1%

John P. O’Connor

    0    0

Ross C. Youngman

    0    0

Peter R. White

    0    0

Mark Hinze

    0    0

Craig Kearney

    0    0

Ron Erratt

    0    0

CUSIP NO. 572322402

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* Includes 13,010,246 shares of Common Stock outstanding on the date of this report, as well as 4,827,000 shares of Common Stock issuable upon conversion of all of the 1,000 shares of Series A Convertible Preferred Stock outstanding as of the date of this report and 2,247,168 shares issuable upon exercise of Warrants held by Novogen. Each share of Series A Convertible Preferred Stock is convertible at any time and from time to time and without the payment of additional consideration by the holder thereof into 4,827 shares of Common Stock, for an aggregate amount of 4,827,000 shares. In addition, if a Phase II clinical trial involving any of the isoflavone technology acquired by the Company pursuant to that certain Asset Purchase Agreement, dated as of December 21, 2010, between the Company, Novogen and Novogen Research Pty Limited, has achieved a statistically significant result (p=0.05 or less) or a first patient is enrolled in a Phase III clinical trial involving such technology, whichever is earlier, each share of the Series A Convertible Preferred Stock not already converted may thereafter be converted into 9,654 shares of Common Stock.

(b) Novogen has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 13,010,246 of the shares reported above in this Item 5. Upon conversion of the Series A Convertible Preferred Stock, Novogen will have the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the shares of Common Stock issued upon such conversion, subject to certain limitations on the transfer or other disposition of such shares of Common Stock as previously described in response to Item 4. of Amendment No. 2 to the Statement. Upon exercise of the Warrants, Novogen will have the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of the shares of Common Stock issuable upon such exercise.

(c) Other than the acquisition of the Shares as reported in Item 4. of this Amendment No. 6, Novogen has not effected any transactions in the Common Stock of the Company in the past sixty (60) days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Novogen.

(e) Not applicable.

[The remainder of this page is intentionally left blank.]

CUSIP NO. 572322402

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SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 17, 2012

 

NOVOGEN LIMITED  
By:  

/s/ William D. Rueckert

  
  Name: William D. Rueckert  
  Title:    Chairman  

CUSIP NO. 572322402

      13D         PAGE  6  OF 6 PAGES   

 

SCHEDULE A

 

Directors

            

Name

   

Position

   

Principal

Occupation

   

Business Address

   

Citizenship

William D. Rueckert

   

Non-Executive

Chairman of the

Board of Directors

   

Managing Member,

Oyster Management

Group, LLC

   

Level 1,

1-7 Waterloo Road

North Ryde, NSW

2113

Australia

    United States

Josiah T. Austin

   

Non-Executive

Director

   

Managing Member,

El Coronado

Holdings, LLC

   

Level 1,

1-7 Waterloo Road

North Ryde, NSW

2113

Australia

    United States

John P. O’Connor

   

Non-Executive

Director

    Business Consultant   

Level 1,

1-7 Waterloo Road

North Ryde, NSW

2113

Australia

    Australia

Ross C. Youngman

   

Non-Executive

Director

   

Chief Executive

Officer, Five

Oceans Asset

Management

   

Level 1,

1-7 Waterloo Road

North Ryde, NSW

2113

Australia

    Australia

Peter R. White

   

Non-Executive

Director

    Banking Executive   

Level 1,

1-7 Waterloo Road

North Ryde, NSW

2113

Australia

    United States

Executive Officers

            

Name

   

Position

   

Business Address

   

Citizenship

     

Mark Hinze

   

Chief Financial

Officer

   

Level 1,

1-7 Waterloo Road

North Ryde, NSW

2113

Australia

    Australia   

Ron Erratt

    Company Secretary   

Level 1,

1-7 Waterloo Road

North Ryde, NSW

2113

Australia

    Australia