8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

MEI Pharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2025, Steven D. Wood informed the board of directors (the “Board”) of MEI Pharma, Inc. (the “Company”) of his decision to resign as a director of the Company, effective immediately. Mr. Wood’s decision to resign from the Board was not the result of any disagreement with the Company’s operations, policies or practices.

On August 5, 2025, the Board elected Joshua Riezman to the Board. Mr. Riezman is Managing Director and Head of U.S. Legal and Compliance for GSR Strategies, LLC (“GSR”), a leading crypto market making and trading firm. GSR is the Asset Manager under that certain Asset Management Agreement, dated July 22, 2025, by and between GSR and the Company, which is filed as Exhibit 10.4 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on July 22, 2025 and is incorporated by reference herein.

Mr. Riezman will be compensated for his service on the Board in a manner consistent with the Company’s existing compensation arrangements for non-employee directors.

There is no arrangement or understanding between Mr. Riezman and any other person pursuant to which he was selected as a director, and other than with respect to the Asset Management Agreement described above, there are no transactions in which Mr. Riezman has an interest requiring disclosure under Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.