Key Summary: On July 17, 2023, Anson Funds and Cable Car Capital LLC (14.8%) filed materials to remove MEIP's Board, citing concerns over a transaction with Infinity Pharmaceuticals and refusal of an all-cash acquisition proposal. Despite the company's invalidation attempt on July 19, Anson and Cable Car planned to present their proposal. On July 23, the company's shareholders rejected the merger with Infinity. On August 4, Anson and Cable Car demanded a board overhaul, and on September 15, nominated three candidates for the 2024 AGM. They filed consent materials on September 26 to remove the board, withdrew this solicitation on September 29, and announced a new one on October 10. On October 31, 2023, the company agreed to appoint directors designated by Anson and Cable Car and pay a dividend of $1.75 per share, leading Anson and Cable Car to withdraw their consent solicitation.Market Cap: $47 million| MEI Pharma, Inc., a late-stage pharmaceutical company, focuses on the development and commercialization of various therapies for the treatment of cancer.
On July 17, 2023, Anson Funds and Cable Car Capital LLC, holding approximately 14.8% filed preliminary consent materials with the SEC to remove MEIP's entire Board of Directors. They claimed the Board's actions were not in the shareholders' best interest, citing a speculative transaction with Infinity Pharmaceuticals and a refusal to consider an all-cash acquisition proposal. They aimed to reconstitute the Board and sought support from fellow shareholders. Source
On July 19, 2023, Anson Funds and Cable Car Capital LLC, holding approximately 14.8% responded to the Company's invalidation of their consent solicitation to remove the entire Board. Despite the Company's actions, they intended to present the removal proposal to stockholders after the SEC review. Source
On July 23, 2023, the company revealed that the stockholders did not approve the merger agreement with Infinity Pharmaceuticals, Inc. Based on the certified results, 59.70% of outstanding shares were voted, with 47.86% in favor and 51.44% against the proposed transaction. Consequently, the company sent a notice to Infinity terminating the merger agreement. Source
On August 4, 2023, Anson Funds and Cable Car Capital LLC filed proxy materials demanding a complete overhaul of the board to stop declining stockholder value and ensure better management in the shareholders' interest.
On September 15, 2023, Anson Funds and Cable Car Capital LLC (together 15%) nominated a slate of three candidates for election to the board at the 2024 AGM.
On September 22, 2023, Anson Funds and Cable Car Capital LLC stated that they attempted negotiations with management and Board but failed to reach an agreement on returning capital to stockholders. They believe the Board should be removed and will proceed with a consent solicitation, filing a definitive consent statement with the SEC next week. Source
On September 26, 2023, Anson Funds and Cable Car Capital LLC sent a letter and filed consent materials to remove the entire Board for cause. They believe this is necessary to prevent further value destruction and ensure the company acts in the best interest of shareholders. They urge shareholders to vote on the WHITE Consent Card to remove the incumbent directors and restore confidence in MEI Pharma.
On September 29, 2023, Anson Funds and Cable Car Capital LLC ("Requesting Stockholders")have withdrawn their initial consent solicitation aimed at removing the entire Board of Directors of the company. This decision followed the Board's delay in responding and its rejection of the Requesting Stockholders' plea to set a new record date for the solicitation. Criticizing the Board's actions and emphasizing their disconnect with stockholder interests, the Requesting Stockholders announced their intention to launch a new consent solicitation. This will not only include prior proposals but also a new suggestion urging the Board to return capital to the Company's stockholders. Source
On October 10, 2023, Anson Funds and Cable Car Capital LLC announced that they have delivered a letter to the stockholders and filed new definitive consent materials in connection with their solicitation to remove the entire Board of Directors. They expressed dissatisfaction with the current Board's oversight, corporate governance, and value destruction. Anson and Cable Car also sought shareholder consent to implement the return of a minimum of $40 million in capital to stockholders. Source
On October 31, 2023, the company entered into a cooperation agreement with Anson Funds and Cable Car Capital LLC. Pursuant to the agreement, the company appointed two directors designated by Anson Funds and Cable Car: Mr. James Flynn and Mr. Taheer Datoo. Additionally, Mr. Steven Wood, as mutually agreed upon by the Company and Anson Funds and Cable Car, was appointed to the Board as an additional MEI stockholder representative designated by the Board. As part of the cooperation agreement, Anson and Cable Car agreed to withdraw their consent solicitation and will vote for the Company’s slate of director nominees in connection with the 2024 AGM and the fiscal 2025 AGM. Also, the Company intended to promptly pay a dividend in the amount of $1.75 per share of common stock to all stockholders. Source
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